Corporate News: A Legal Update

Reporting companies are once again required to report their beneficial ownership information (BOI) to the Financial Crimes Enforcement Network (FinCEN) after the U.S. Court of Appeals for the Fifth Circuit lifted an injunction.

On December 23, 2024, the Fifth Circuit lifted a stay issued by the District Court of the Eastern District of Texas that barred nationwide enforcement of the Corporate Transparency Act (CTA) and its requirement to file BOI reports. As a result, the BOI reporting requirements under the CTA are back in place. Companies are now once again required to file BOI reports. The Fifth Circuit held that the government met its burden of proof to show that a nationwide injunction was not appropriate, as the government showed that it was likely to succeed on the merits in defending the CTA’s constitutionality.

Given the original deadline of January 1, 2025, FinCEN announced on December 23, 2024, that it will extend the deadline. A business that is required to file a BOI report and was registered prior to January 1, 2024, now has until January 13, 2025, to complete its filing. Additionally, a business formed on or after September 4, 2024, that had a filing deadline between December 3, 2024, and December 23, 2024, also has an extended deadline of January 13, 2025. Finally, a business formed or registered on or after December 3, 2024, up through December 23, 2024, has 21 additional days from its original deadline. The deadline for a reporting company formed or registered on or after January 1, 2025, remains unchanged at 30 days following its date of formation or registration to file its BOI.