We have written regularly on the requirements of most business owners, subject to limited exceptions, to file disclosure documentation as required by the Corporate Transparency Act. We also updated you with the news that a Texas District Court had entered a nationwide injunction blocking the act on December 3, 2024. Now the latest…never mind, the stay in turn has been thrown out by an appellate court and the CTA is back.

On December 23, 2024, the “filing pendulum” swung the other way after a panel of the U.S. Court of Appeals for the Fifth Circuit issued an order a temporary stay of the December 3 injunction. The Fifth Circuit concluded that the federal government had made a strong showing that it is likely to succeed on the merits and would suffer irreparable injury absent a stay of the lower court’s ruling. The Fifth Circuit entered an order staying the decision to allow expedited oral arguments on the merits to resolve the case on the merits.

Immediately after the Fifth Circuit’s decision, FinCEN updated its website, in relevant part, as follows:

In light of a December 23, 2024, federal Court of Appeals decision, reporting companies, except as indicated below, are once again required to file beneficial ownership information with FinCEN.

However, because the Department of the Treasury recognizes that reporting companies may need additional time to comply given the period when the preliminary injunction had been in effect, we have extended the reporting deadline as follows:

• Reporting companies that were created or registered prior to January 1, 2024, have until January 13, 2025, to file their initial beneficial ownership information reports with FinCEN. (These companies would otherwise have been required to report by January 1, 2025.)
• Reporting companies created or registered in the United States 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 their initial beneficial ownership information reports with FinCEN.
• Reporting companies created or registered in the United States 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 beneficial ownership information reports with FinCEN.
• 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.
• Reporting companies that are created or registered in the United States on or after January 1, 2025, have 30 days to file their initial beneficial ownership information reports with FinCEN after receiving actual or public notice that their creation or registration is effective.

Thus, FinCEN has given reporting companies a little breathing room to comply with the CTA reporting requirements even while acknowledging the CTA is back in force, at least for now.

We will be providing more updates regarding the status of the CTA and its reporting requirements. If you have questions about the CTA’s requirements or just want to ensure your business is on the right track, please feel free to reach out to Timothy Hughes, at (703) 526-5582 or thughes@beankinney.com, or Doug Taylor, at rdougtaylor@beankinney.com or (703) 525-4000. Our firm practices in Virginia, Maryland, and the District of Columbia in addition to various other jurisdictions and can help you through this process.

This article is for informational purposes only and does not contain or convey legal advice. Consult a lawyer. Any views or opinions expressed herein are those of the authors and are not necessarily the views of any client.