On December 23, 2024, the U.S. Circuit Court of Appeals for the Fifth Circuit stayed the preliminary injunction of the Corporate Transparency Act (“CTA”) originally ordered by the Federal District Court for the Eastern District of Texas on December 3, 2024. As a result, enforcement of the CTA resumes and, most importantly for our business clients, the reporting of beneficial ownership information of “reporting companies” with FinCEN (so-called “BOI reports”) is again required with modestly extended deadlines. More specifically-
- Reporting companies created prior to January 1, 2024 have until Monday, January 13, 2025 to file BOI reports.
- Reporting companies created after January 1, 2024 and before December 3, 2024 have until Monday, January 13, 2025 to file BOI reports.
- Reporting companies created on or after December 3, 2024 and on or before December 23, 2024, have an additional 21 days to file BOI Reports from the original filing deadline of 90 days following receipt of actual or public notice that the formation is effective with the state.
- Reporting companies created on December 24, 2024 and on or before December 31, 2024 have 90 days to file BOI Reports following receipt of actual or public notice that the formation is effective with the state.
- Reporting companies created on or after January 1, 2025 have 30 days to file BOI reports following receipt of actual or public notice that the formation is effective with the state.
While the constitutionality of the CTA remains the subject of litigation in several courts, the Fifth Circuit’s December 23rd decision, reinstates the BOI Reporting requirement. DO NOT DELAY AND RISK MISCALCULATING YOUR DEADLINE, submit your BOI Reports as soon as possible as the deadlines fast approach during this busy time of the year.
In January, Devine Millimet circulated a Compliance Alert for more details, tips, and resources for CTA compliance and filing BOI Reports. Other than the modified reporting deadlines as referenced above, the contents of that NOTICE continue to provide useful guidance. To read the full NOTICE, you can do so here NOTICE. For additional information, visit FinCEN’s website: https://fincen.gov/boi or contact your attorney at Devine Millimet.
