Updated Compliance Deadlines Under the Corporate Transparency Act

As previously reported, on December 3, 2024, the U.S. District Court for the Eastern District of Texas issued a nationwide preliminary injunction blocking enforcement of the Corporate Transparency Act (“CTA”) and its implementing regulations and corresponding reporting requirements.

However, on December 23, 2024, the U.S. Court of Appeals for the Fifth Circuit has stayed that injunction, restoring the CTA’s requirements, regulations, and enforcement deadlines. The U.S. Court of Appeals emphasized the Government’s strong likelihood of success in defending the CTA’s constitutionality and highlighted the public interest in implementing the law’s transparency measures without delay.

What does this mean? Simply put, it means that unless your company is exempt from filing the beneficial ownership information (BOI) report, or you have already filed your BOI report, you are again required to comply with the CTA’s reporting requirements for your company

In response to this decision, the Department of the Treasury and FinCEN have extended certain CTA reporting deadlines to account for the period during which the preliminary injunction was in effect:

• Reporting companies that were created or registered in the United States prior to January 1, 2024, now have until January 13, 2025, to file their initial BOI reports.
• Reporting companies created or registered on or after September 4, 2024, with original filing deadlines between December 3, 2024, and December 23, 2024, now have until January 13, 2025, to file their BOI reports.
• Reporting companies created or registered on or after December 3, 2024, and on or before December 23, 2024, have an additional 21 days from their original deadline to file their BOI Reports.
• 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 on or after January 1, 2025, have 30 days to file their reports with FinCEN.

Further information on the CTA and its requirements can be found in KWGD’s original alert at https://www.kwgd.com/news/the-corporate-transparency-act-2/.

For companies subject to the CTA that have yet to file their BOI reports, it is critical to act promptly to ensure compliance with these updated deadlines. This is an evolving situation, and we will continue to monitor developments that may impact compliance obligations. For questions on the CTA or how this decision may affect your organization, please contact KWGD.

Written by:
Attorneys Matthew R. Hull and Nathan C. Newcomer
Krugliak, Wilkins, Griffiths & Dougherty Co., L.P.A.
330-497-0700
mhull@kwgd.com, nnewcomer@kwgd.com