Update: In a rare step, the merits panel of the Fifth Circuit Court of Appeals has reversed the court’s motions panel and the nationwide preliminary injunction is back in effect (for now). FinCEN still accepts voluntary filings. We continue to monitor the courts and FinCEN and will provide further updates.

Businesses that are not exempt under the Corporate Transparency Act (CTA) now have less than three weeks until the deadline for their first mandatory filing of beneficial ownership information.

A federal appeals court on December 23 canceled the nationwide injunction that a Texas federal district court had issued earlier this month blocking enforcement of the CTA. “However, because the Department of the Treasury recognizes that reporting companies may need additional time to comply given the period when the preliminary injunction had been in effect,” the Financial Crimes Enforcement Network (FinCEN) announced an extension of the reporting deadlines.

The following bullet points are directly from FinCEN, with references to “reporting companies” meaning every entity formed or registered in the U.S. that does not fall under one of the CTA’s 23 exemptions.

• Reporting companies that were created or registered prior to January 1, 2024 have until January 13, 2025 to file their initial beneficial ownership information 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 their initial beneficial ownership information 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 their initial beneficial ownership information 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 their initial beneficial ownership information reports with FinCEN after receiving actual or public notice that their creation or registration is effective.
• As indicated in the alert titled “Notice Regarding National Small Business United v. Yellen, No. 5:22-cv-01448 (N.D. Ala.)”, Plaintiffs in National Small Business United v. Yellen, No. 5:22-cv-01448 (N.D. Ala.)—namely, Isaac Winkles, reporting companies for which Isaac Winkles is the beneficial owner or applicant, the National Small Business Association, and members of the National Small Business Association (as of March 1, 2024)—are not currently required to report their beneficial ownership information to FinCEN at this time.

Every company needs to complete its analysis of the CTA’s requirements and, if applicable, gather and finalize the documents needed to file so it can meet the deadline. See prior Parker Poe alerts for further information about the CTA:

• New Reporting Requirements Under the Corporate Transparency Act (November 28, 2022)
   
• The Corporate Transparency Act Is Coming. Are You Ready? (November 15, 2023)
   
• The Corporate Transparency Act: Key Deadline Fast Approaching and Other Recent Updates for Companies (August 29, 2024)
   
• Corporate Transparency Act: What the Nationwide Injunction and DOJ Appeal Means for Companies (December 11, 2024)

For more information, please contact us or your regular Parker Poe contact. You can also subscribe to our latest alerts and insights here.