CTA Ban Lifted, Reporting Deadline for Most Companies Pushed to Jan. 13, 2025

The Corporate Transparency Act (CTA) is back in effect. Reporting companies are again required to file beneficial ownership information (BOI) reports in compliance with the CTA’s reporting deadlines.

In an unpublished order issued Dec. 23, 2024, the Fifth Circuit Court of Appeals stayed the nationwide preliminary injunction that blocked the CTA’s enforcement pending appeal in Texas Top Cop Shop, Inc. v. Garland. Subject to specific extensions granted by the Financial Crimes Enforcement Network of the Department of the Treasury (FinCEN) and certain limited exceptions noted below, reporting companies now need to comply with the CTA’s requirements.

In response to the order, and recognizing reporting companies may need added time to comply given the period the injunction was in effect, FinCEN extended certain reporting deadlines as follows:

• Reporting companies created or registered prior to Jan. 1, 2024, have until Jan. 13, 2025, to file their BOI reports.
• Reporting companies created or registered on or after Sept. 4, 2024, that had a filing deadline between Dec. 3, 2024, and Dec. 23, 2024, have until Jan. 13, 2025, to file their initial BOI reports.
• Reporting companies created or registered on or after Dec. 3, 2024, and on or before Dec. 23, 2024, have an additional 21 days from their original filing deadline to file their initial BOI reports.
• Reporting companies that qualify for disaster relief may have deadlines that fall after Jan. 13, 2025. Those companies should abide by whichever deadline falls later.
• Reporting companies that are created or registered on or after Jan. 1, 2025, have 30 days to file their initial BOI reports.
• Plaintiffs in National Small Business United v. Yellen are not currently required to file their BOI reports.

Phelps will continue monitoring developments related to the CTA and its implementing regulations.  Please contact Hal West, Trevor J. Haynes or any member of Phelps’ business team if you have questions or need advice and guidance.