Injunction lifted; FinCEN extends most BOI deadlines to January 13, 2025

On December 23, 2024, The Fifth Circuit Court of Appeals issued a stay on the district court’s nationwide injunction against the Corporate Transparency Act (CTA). As a result, BOI reporting requirements and prior deadlines are reinstated as of now.

The deadline for most reporting companies to file beneficial ownership information (BOI) reports was extended to January 13, 2025, by the Financial Crimes Enforcement Network (FinCEN), hours after the court ruling on December 23, 2024 to reinstated the reporting requirement.

The Fifth Circuit Court of Appeals granted a Department of Justice (DOJ) motion to lift an injunction put in place by a district court ruling December 3, 2024 that the DOJ appealed.

After the Fifth Circuit order, FinCEN, which enforces the Corporate Transparency Act (CTA), announced that, for reporting companies that had been required to supply BOI information by January 1, their new filing deadline was January 13, 2025.

Specifically, the FinCEN alert said that, because Treasury “recognizes that reporting companies may need additional time to comply given the period when the preliminary injunction had been in effect,” reporting deadlines were extended as follows:

• Reporting companies created or registered before Jan. 1, 2024, have until January. 13, 2025, to file initial BOI reports with FinCEN. (These companies would otherwise have been required to report by January 1, 2025.)
• Reporting companies created or registered in the United States on or after September 4, 2024, that had a filing deadline between December 3, 2024, and December 23, 2024, have until January 13, 2025, to file initial BOI reports with FinCEN.
• Reporting companies created or registered in the United States on or after December 3, 2024, and on or before December 23, 2024, have an additional 21 days from their original filing deadline to file initial BOI reports with FinCEN.
• Reporting companies that qualify for disaster relief may have extended deadlines that fall beyond January 13, 2025. These companies should abide by whichever deadline falls later.
• Reporting companies that are created or registered in the United States on or after January 1, 2025, have 30 days to file initial BOI reports with FinCEN after receiving actual or public notice that their creation or registration is effective.

The injunction was issued in Texas Top Cop Shop, Inc. v. Garland, No. 4:24-CV-478 (E.D. Texas 12/3/24). Under the injunction, the CTA and the BOI reporting rule could not be enforced, and reporting companies would need not comply with the January 1, 2025, BOI reporting deadline pending a further order of the court.

The DOJ, which filed a notice of appeal two days later, had asked the Fifth Circuit to rule on its request for a stay by December 27 “to ensure that regulated entities can be made aware of their obligation to comply before January 1, 2025.”

The case is still being litigated. But in its order, the Fifth Circuit said that “the government has made a strong showing that it is likely to succeed on the merits in defending CTA’s constitutionality.