Beneficial Ownership Information Reporting Requirements Back in Effect, with Deadline Extensions

On December 23, 2024, in the case of Texas Top Cop Shop, Inc., et al. v. Garland, et al., No. 4:24-cv-00478 (E.D. Tex.), the U.S. Court of Appeals for the Fifth Circuit granted a stay of a nationwide preliminary injunction that a district court in Texas issued to temporarily block enforcement of the Corporate Transparency Act (CTA) and its beneficial ownership information (BOI) reporting requirements. The Fifth Circuit’s order reinstates the effectiveness of the CTA and its beneficial ownership information (BOI) reporting requirements, pending appeal.

Following the decision, FinCEN released a statement, noting that “reporting companies, except as indicated below, are once again required to file beneficial ownership information with FinCEN.” FinCEN’s statement further extended the BOI reporting deadlines as follows:
Reporting companies that were created or registered prior to January 1, 2024 have until January 13, 2025 to file their 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 their 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 their 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 their initial BOI reports with FinCEN after receiving actual or public notice that their creation or registration is effective.

The statement notes that 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 required to report their BOI to FinCEN at this time.

FinCEN’s statement notes that the U.S. government continues to believe—consistent with the conclusions of the U.S. District Courts for the Eastern District of Virginia and the District of Oregon—that the CTA is constitutional. For that reason, the Department of Justice, on behalf of the Department of the Treasury, filed a Notice of Appeal on December 5, 2024 and separately sought a stay of the injunction pending that appeal with the district court and the U.S. Court of Appeals for the Fifth Circuit. Although the litigation is still ongoing, BOI reporting requirements are back in effect, and entities should be consulting with counsel regarding their BOI reporting obligations to ensure any required BOI report is completed and filed within the applicable deadlines.