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Following up on our most recent e-mail notification on developments regarding the enforcement date for the Corporate Transparency Act (CTA), on the afternoon of December 23, 2024, the Fifth Circuit issued its order reinstating the filing requirements for the CTA by staying the U.S. District Court for the Eastern District of Texas' nationwide injunction on the beneficial ownership reporting obligations under the CTA.
As a result, the reporting obligations under the CTA are now back in effect except to the extent enjoined for plaintiffs in National Small Business United v. Yellen, No. 5:22-cv-01448 (N.D. Ala.), with all entities existing prior to 2024 and all entities formed in 2024 being required to file. Recognizing that reporting companies may need additional time in light of the injunction previously in effect, FinCEN will require entities existing prior to 2024 and entities formed in
September, 2024 who would have had to file during the period when the injunction was in effect to file their initial BOIR before January 13, 2025 (instead of before January 1, 2025 as originally required). Entities formed on or after December 3, 2024, which would have had to file within 90 days of formation have an additional 21 days to file (111 days in total in which to file). See https://www.fincen.gov/boi for the full update.
The CTA, effective as of January 1, 2024, is designed to combat money-laundering, terrorism, tax evasion, and other financial crimes. It mandates that certain domestic and foreign business entities registered to do business in the United States—including LLCs, corporations, limited partnerships, and other closely held entities—disclose information to the Financial Crimes Enforcement Network (“FinCEN”), a bureau of the United States Treasury Department. Generally speaking, the CTA affects smaller and non-publicly traded entities.
For more information regarding the CTA and to file CTA reports for an entity, please visit the FinCEN website: https://www.fincen.gov/boi. Additionally, FinCEN has published a helpful guide for small entity compliance with the CTA on its website: https://www.fincen.gov/sites/default/files/shared/BOI_Small_Compliance_Guide_FINAL_Sept_508C.pdf. You can file these reports directly online or engage a third-party provider, such as Corporation Service Company (CSC), CT Corp., or Cogency, to assist you.
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