Throughout 2024, we’ve been updating business owners on the new requirements under the Corporate Transparency Act (CTA). This includes the need for reporting companies to submit a Beneficial Ownership Information Report (BOIR) to the Financial Crimes Enforcement Network (FinCEN) in early 2025. However, recent developments in the courts have created some uncertainty about when and how these rules will be enforced.
So, where do things stand right now? Let’s walk through the latest developments.
A Quick Overview of the Legal Timeline
- December 3, 2024: The U.S. District Court for the Eastern District of Texas issued a preliminary injunction blocking the enforcement of the CTA’s reporting requirements, meaning companies were temporarily not required to submit their BOIRs.
- December 23, 2024: The Fifth Circuit Court of Appeals stayed the injunction, allowing the CTA’s reporting rules to take effect again. As a result, FinCEN extended the BOIR filing deadlines to:
- January 13, 2025, for companies created or registered before January 1, 2024;
- January 13, 2025, for companies created on or after September 4, 2024, with original filing deadlines between December 3 and December 23, 2024; and
- 30 days after registration for companies formed on or after January 1, 2025.
- December 26, 2024: In a further development, another panel of the Fifth Circuit Court vacated the stay order from December 23. As a result, the original injunction from the Texas court is now back in effect, meaning companies are currently not required to file their BOIR with FinCEN.
What Does This Mean for Your Company?
If your company is subject to the CTA, you are not required to file your BOIR at this time. However, you may choose to file voluntarily if you wish. The situation remains fluid, and on December 31, 2024, the Department of Justice, on behalf of the Treasury, requested that the U.S. Supreme Court intervene and stay the injunction while the case is under appeal. If the Supreme Court grants this request, it’s likely that the CTA’s filing requirements would once again go into effect, possibly with the previously extended January 13, 2025 / 30-days-after-registration deadline—or a new deadline altogether.
What’s Next?
We understand that this ongoing uncertainty can be confusing, but we are closely monitoring the situation and will keep you updated as soon as there are any significant changes. We’re committed to providing you with timely, accurate information to ensure your business remains compliant with all applicable regulations.
At Cooper & Riesterer, we’re here to help with any questions you have about the CTA and your BOIR filing obligations. If you’re unsure about what’s required for your company, or if you need assistance navigating these changes, please don’t hesitate to reach out to Abby H. Cooper at [email protected], Dylan M. Timmer at [email protected], or contact any of our attorneys at Cooper & Riesterer, PLC. We’re here to assist you every step of the way.
