Following the Fifth Circuit’s stay of the injunction against the Corporate Transparency Act (CTA), FinCEN extended the reporting deadlines for beneficial ownership information. These extensions were implemented because the Department of the Treasury recognized that companies might need additional time to comply due to the period when the preliminary injunction was in effect.[^1]

The extensions are as follows:

Companies created or registered before January 1, 2024, now have until January 13, 2025, to file their initial beneficial ownership information reports. These companies would have originally had a deadline of January 1, 2025.
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, also have until January 13, 2025, to file their initial reports.
Companies created or registered in the United States between December 3, 2024, and December 23, 2024, have an additional 21 days from their original filing deadline to file their initial reports.
Companies that qualify for disaster relief may have deadlines extended beyond January 13, 2025. These companies should follow whichever deadline is later.
Companies created or registered in the United States on or after January 1, 2025, have 30 days to file their initial reports after receiving notice that their creation or registration is effective.

It is important to note that these extensions do not apply to all reporting companies. Specifically, the plaintiffs in the case National Small Business United v. Yellen are not currently required to report their beneficial ownership information to FinCEN. These plaintiffs include 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.

The Fifth Circuit Court of Appeals granted a stay of the district court’s preliminary injunction on December 23, 2024, which had previously halted the CTA. The preliminary injunction was issued by the U.S. District Court for the Eastern District of Texas in the case of Texas Top Cop Shop, Inc., et al. v. Garland, et al.. The government appealed this decision and sought a stay of the injunction. The Fifth Circuit’s decision to grant a stay means that the CTA is now in effect, and companies that are not exempt must comply with the reporting requirements.

The Department of Justice, on behalf of the Department of the Treasury, maintains that the CTA is constitutional, which is consistent with the rulings of the U.S. District Courts for the Eastern District of Virginia and the District of Oregon. The government argues that the CTA is within Congress’s authority under the Commerce Clause, as it regulates economic activity by targeting illicit financial activity and the anonymous ownership of businesses.

[^1]: FinCEN BOI Website, December 23, 2024