Update on the Corporate Transparency Act (CTA) Filing Obligations

December 23, 2024: Nationwide injunction overturned – CTA filing requirements reinstated

Recent court developments have reversed the nationwide preliminary injunction on the Corporate Transparency Act (CTA). Reporting companies are now required to file Beneficial Ownership Information (BOI) with the Financial Crimes Enforcement Network (FinCEN), with new deadlines announced to account for the suspension period.

Updated filing deadlines

To provide businesses additional time to comply, the Department of the Treasury has adjusted reporting deadlines as follows:

• Pre-2024 Entities: Reporting companies created or registered before January 1, 2024, must file their initial BOI reports by January 13, 2025.
• Post-September 4, 2024, Entities: Companies created or registered in the US on or after September 4, 2024, but with deadlines falling between December 3, 2024, and December 23, 2024, also have until January 13, 2025, to file.
• December 3–23, 2024, Entities: Businesses created or registered during this period have 21 additional days from their original filing deadline to submit their BOI reports.
• Disaster Relief Entities: Entities qualifying for disaster relief may have deadlines beyond January 13, 2025, based on specific conditions.
• Post-January 1, 2025, Entities: Companies created or registered on or after January 1, 2025, must file within 30 days of receiving notice of their creation or registration.

Exemptions

Certain entities involved in National Small Business United v. Yellen are currently exempt from filing requirements.

Legal Context and Implications

On December 23, 2024, the US Court of Appeals for the Fifth Circuit issued a stay on the previously granted nationwide injunction from Texas Top Cop Shop, Inc., et al. v. Garland, et al. This stay reinstates the CTA enforcement pending an ongoing appeal.

The government continues to assert the constitutionality of the CTA, supported by rulings from district courts in Virginia and Oregon. Businesses should prepare for potential further litigation outcomes, including appeals and administrative updates.

As of January 6, 2025, the Department of Justice has formally requested that the US Supreme Court lift the injunction on BOI enforcement during the appeal process.   

What does this mean for businesses?

For those that have already filed:

• No additional action is required at this time.
• Continue to safeguard submitted data while monitoring legal developments.

For those yet to file:

• Review the new deadlines and prepare BOI reports promptly.
• Ensure accuracy and compliance when submitting reports to FinCEN.
• Stay informed about potential changes stemming from legal developments.

Practical recommendations

1. Begin preparation now: Compile BOI data and ensure compliance readiness to avoid delays.
2. Monitor developments: Stay updated on legal challenges and changes to reporting requirements.
3. Seek professional guidance: Consult legal or compliance professionals for assistance with BOI reporting requirements.

Looking ahead

Legal challenges to the CTA remain active, and businesses must remain vigilant. The Department of the Treasury is committed to enforcing the law and is actively appealing cases challenging its constitutionality.

For more information, visit resources such as FinCEN’s website or consult industry updates.

The information provided above is for general guidance only and should not be utilized in lieu of obtaining professional tax and/or legal advice. We recommend consulting with legal professionals to understand how this development may impact your organization.