Reporting Companies Must File Beneficial Ownership Information by Jan. 13, 2025, After Fifth Circuit Grants Stay of Nationwide Injunction of Corporate Transparency Act
December 24, 2024
By: William P. Matthews, Sarah Buchanan, and Luke P. Kennedy
A recent ruling by the United States Court of Appeals for the Fifth Circuit has reinstated the Corporate Transparency Act’s (“CTA”) beneficial ownership information (“BOI”) reporting obligations, although the filing deadline for many reporting companies has been extended to Jan. 13, 2025.
On Dec. 23, 2024, the Fifth Circuit granted the federal government’s emergency motion to stay a preliminary injunction that had temporarily halted enforcement of the CTA. The preliminary injunction, issued on Dec. 3, 2024, by a federal district court in Texas Top Cop Shop, Inc. v. Merrick Garland, Attorney General of the United States, Case No. 4:24-cv-478 (E.D. Tex.), had temporarily paused the CTA’s reporting obligations, which require non-exempt reporting companies to submit BOI to the Financial Crimes Enforcement Network (“FinCEN”).
The Fifth Circuit’s order reinstated the CTA’s reporting obligations without modification. To accommodate delays caused by the injunction, however, FinCEN has temporarily extended the filing deadlines as follows:
- Reporting Companies formed before Jan. 1, 2024, must file initial BOI reports by Jan. 13, 2025.
- Reporting Companies formed on or after Sept. 4, 2024, must file initial BOI reports by Jan. 13, 2025.
- Reporting Companies formed on or after Jan. 1, 2025, must file initial BOI reports within 30 days of their formation.
The CTA filing deadlines are otherwise unchanged. While the CTA remains the subject of ongoing legal challenges, reporting companies should not delay in preparing and submitting BOI reports. Failure to comply with the CTA’s reporting obligations can result in significant penalties.
For More Information
If you have questions or want more information regarding the reinstatement of the Corporate Transparency Act and its possible effects on your business entity, contact your legal counsel. If you do not have regular counsel for such matters, Foulston Siefkin LLP would welcome the opportunity to work with you to meet your specific needs. For more information, contact Bill Matthews at 316.291.9556 or bmatthews@foulston.com. For more information on the firm, please visit our website at www.foulston.com.
Established in 1919, Foulston Siefkin is the largest Kansas-based law firm. With offices in Wichita, Kansas City, and Topeka, Foulston provides a full range of legal services to clients in the areas of administrative & regulatory; antitrust & trade regulation; appellate law; banking & financial services; business & corporate; construction; creditors’ rights & bankruptcy; e-commerce; education & public entity; elder law; employee benefits & ERISA; employment & labor; energy; environmental; ERISA litigation; estate planning & probate; family business enterprise; franchise & distribution; government investigations & white collar defense; governmental liability; government relations & public policy; healthcare; immigration; insurance regulatory; intellectual property; litigation & disputes; long-term care; mediation/dispute resolution; mergers & acquisitions; Native American law; noncompete & trade secret litigation; oil, gas & minerals; OSHA; privacy & data security; private equity & venture capital; product liability; professional malpractice; real estate; renewable energy, storage, and transmission; securities & corporate finance; startup/entrepreneurship; supply chain management; tax-exempt organizations; taxation; and water rights.
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This update has been prepared by Foulston Siefkin LLP for informational purposes only. It is not a legal opinion; it does not provide legal advice for any purpose; and it neither creates nor constitutes evidence of an attorney-client relationship.
