The Corporate Transparency Act (CTA) filing requirements are back in effect following a decision by the United States Court of Appeals for the Fifth Circuit to lift the preliminary injunction that had temporarily halted enforcement. To accommodate businesses affected by the delay, the Financial Crimes Enforcement Network (FinCEN) has extended the primary filing deadline from January 1, 2025, to January 13, 2025, with additional filing relief provided for certain cases.
Key Developments
Fifth Circuit Ruling:
The Fifth Circuit Court of Appeals granted a stay of the preliminary injunction issued by a Texas federal court, finding the CTA constitutional and allowing reporting requirements to resume. Businesses must now file beneficial ownership information (BOI) reports unless exempt.
FinCEN Filing Deadline Extension:
Recognizing the impact of the injunction, FinCEN has adjusted the filing deadlines:
Businesses Created or Registered Before January 1, 2024: Must file BOI reports by January 13, 2025, instead of January 1, 2025.
Businesses With An Original Reporting Deadline Between December 3, 2024, and December 23, 2024: Have until January 13, 2025 to file.
Businesses Created or Registered Between December 3, 2024, and December 23, 2024: have an additional 21 days from their original filing deadline to submit their reports.
Disaster Relief Extensions: Businesses in counties affected by Hurricanes Debby, Helene, and Milton may have deadlines beyond January 13, 2025, based on FEMA disaster declarations and FinCEN guidance.
Businesses Formed After January 1, 2025: Must file within 30 days of their creation or registration.
Special Exemptions:
Members of the National Small Business Association (as of March 1, 2024) and other entities outlined in the National Small Business United v. Yellen case are currently exempt from reporting requirements.
Steps to Ensure Compliance
As emphasized in our earlier update, businesses should continue to take proactive steps to prepare for compliance:
Prepare Documentation: Organize beneficial ownership details to streamline the reporting process.
Monitor Developments: Stay informed on updates from FinCEN, especially regarding disaster relief or further extensions.
Seek Knowledgeable Assistance: Work with professionals experienced in compliance to avoid errors and meet deadlines.
Additional Notes on Disaster Relief
Businesses in Florida counties impacted by Hurricanes Debby, Helene, and Milton should review FEMA disaster maps and FinCEN guidance to determine specific deadlines. The FinCEN website provides links to FEMA maps for these hurricanes.
Important Reminder
While Rivero, Gordimer & Company does not provide assistance with CTA compliance matters, we strongly encourage businesses to consult with regulatory compliance experts for tailored guidance.
For more details and updates, visit the FinCEN website.
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