Corporate Transparency Act: Fifth Circuit Revives Reporting Deadlines

On Monday, December 23, 2024, the Fifth Circuit Court of Appeals issued an order reviving the January 1, 2025, deadline for reporting companies to file beneficial ownership information reports with the Financial Crimes Enforcement Network (FinCEN) under the Corporate Transparency Act.¹

In the order, the Fifth Circuit granted the government’s emergency motion to stay the nationwide preliminary injunction issued by the United States District Court for the Eastern District of Texas on December 3, 2024.² In addition to lifting the stay on the January 1, 2025, reporting deadline, the order restores the government’s ability to enforce the Corporate Transparency Act while appealing the injunction.

Following the Fifth Circuit’s order, FinCEN issued an alert extending the deadline for filing beneficial ownership information reports with FinCEN as follows:³

• Reporting companies that were created or registered prior to January 1, 2024, have until January 13, 2025, to file (an extension of time from January 1, 2025);
• Reporting companies created or registered on or after September 4, 2024, that had a filing deadline between December 3, 2024, and December 23, 2024, have until January 13, 2025, to file; and
• Reporting companies created or registered on or after December 3, 2024, and on or before December 23, 2024, have an additional twenty-one (21) days from their original filing deadline to file.

Reporting companies that qualify for disaster relief may have extended deadlines that fall beyond January 13, 2025. Additionally, reporting companies that are created or registered on or after January 1, 2025, have thirty (30) days to file initial beneficial ownership information reports with FinCEN after receiving actual or public notice that their creation or registration is effective.

Please note that FinCEN’s guidance is to file partially complete beneficial ownership information reports as opposed to missing the deadline by waiting for outstanding information.

This is an evolving situation and there may be further updates in the coming days. We will issue additional alerts as more information becomes available. Neither the district court’s injunction nor the Fifth Circuit’s stay of that injunction should be read as the final determination as to whether the Corporate Transparency Act is unconstitutional or otherwise unenforceable.

¹Texas Top Cop Shop, Inc. v. Garland, No. 24-40792, Doc. No. 140-2 (5th Cir. Dec. 23, 2024).

²Texas Top Cop Shop, Inc. v. Garland, No. 4:24-CV-478, 2024 WL 4953814 (E.D. Tex. Dec. 3, 2024).

³https://fincen.gov/boi.