BOIR Alert: Reporting Requirements Reinstated After Nationwide Preliminary Injunction Is Lifted
On December 23, 2024, the United States Court of Appeals for the Fifth Circuit granted an emergency motion by the U.S. Department of Treasury’s Financial Crimes Enforcement Network (FinCEN) to stay a nationwide preliminary injunction issued by a Texas district court that stopped FinCEN from enforcing the Corporate Transparency Act (CTA).
The Fifth Circuit’s ruling means that the injunction against enforcement of the reporting requirements under the CTA, which we discussed in a previous GovCon Bulletin,™ is lifted and companies subject to the CTA, once again, are required to meet deadlines for filing their initial Beneficial Ownership Interest Reports (BOIR's). In light of the December 23rd Fifth Circuit ruling, FinCEN announced an extension of deadlines for filing the initial BOIR's. Before the Texas district court preliminarily struck down the CTA, the BOIR initial filing deadline for reporting companies that were created or registered before January 1, 2024, had been January 1, 2025. After the Fifth Circuit’s decision, FinCEN posted extended deadlines on its website that now permit these companies to file their initial BOIR’s with FinCEN by January 13, 2025. FinCEN posted deadlines for other reporting companies as well:
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Reporting companies created or registered on or after September 4, 2024, that had a filing deadline between December 3, 2024 and December 23, 2024, now have until January 13, 2025 to file their initial BOIR’s.
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Reporting companies created or registered on or after December 3, 2024, and on or before December 23, 2024, have an additional 21 days from their original filing deadline to file their initial BOIR’s.
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Reporting companies that qualify for disaster relief may have extended deadlines that fall beyond January 13, 2025. These companies should abide by whichever deadline falls later.
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Reporting companies created or registered on or after January 1, 2025, have 30 days after receiving actual or public notice that their creation or registration is effective to file their initial BOIR’s.
The CTA has very few exceptions, and as we mentioned in our prior GovCon Bulletin,™ many, if not most, companies doing business in the U.S. are subject to the BOIR filing requirements. Companies that have not already filed their initial BOIR’s should immediately assess their reporting deadlines and should take action to make sure that they meet them.
You can read the Fifth Circuit decision here.
