The Corporate Transparency Act enforcement has been reinstated following a stay of the nationwide preliminary injunction by the Fifth Circuit Court of Appeals. In response, the Financial Crimes Enforcement Network (FinCEN) has established new filing deadlines for beneficial ownership information reports.
Key Filing Deadlines:
• Companies formed before January 1, 2024: Must file by January 13, 2025
• Companies created/registered in United States between September 4, 2024 and December 3, 2024: Must file by January 13, 2025
• Companies created/registered between December 3, 2024 and December 23, 2024: Get an additional 21 days from their original deadline
• Companies created/registered on or after January 1, 2025: Must file within 30 days of receiving effective registration notice
• Companies qualifying for disaster relief: May receive extensions beyond January 13, 2025 (later deadline applies)
• Reporting companies created/registered on or after January 1, 2025 must file within 30 days of receiving notice that their creation/registration is effective
• Reporting companies qualifying for disaster relief may have deadlines extended beyond January 13, 2025, and should abide by whichever deadline falls later
Important Context:
The Fifth Circuit’s decision was based on their assessment that the government would likely succeed in defending the CTA’s constitutionality under the Commerce Clause. The court determined that the government’s anti-money laundering efforts would face irreparable harm if the law remained enjoined. Given the anticipated high volume of filings, affected companies should prepare and submit their Beneficial Ownership Information reports well ahead of these deadlines to ensure timely compliance.
What Happens Next?
On December 24, 2024, the plaintiffs moved for expedited rehearing by the full Fifth Circuit to reconsider the ruling. The plaintiffs are seeking a ruling by January 6, 2025, based on the extended deadlines discussed above. Further action by the Fifth Circuit, or potentially the US Supreme Court, could further affect the compliance deadlines.