Corporate Transparency Act Reporting Deadline Back In Effect With Extensions
As we previously reported, on December 3, 2024, the U.S. District Court for the Eastern District of Texas issued an order granting a nationwide preliminary injunction preventing the federal government from enforcing the Corporate Transparency Act (“the CTA”) and the related reporting obligations. On December 23, 2024, the U.S. Court of Appeals for the Fifth Circuit granted a stay of the district court’s nationwide preliminary injunction. Following the U.S. Court of Appeals’ decision, the Financial Crimes Enforcement Network (“FinCEN”) of the U.S. Treasury Department released guidance providing that, with some qualifications, reporting companies are once again required to file beneficial ownership information with FinCEN as required by the CTA. FinCEN further noted that because reporting companies may need additional time to comply with the reporting requirements of the CTA given the period when the preliminary injunction had been in effect, they have extended certain of the reporting deadlines, including as follows:
- Reporting companies created or registered in the United States prior to January 1, 2024 have until January 13, 2025 to file their initial beneficial ownership information reports with FinCEN. These reporting companies otherwise would have been required to file their initial reports 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.
The plaintiffs in the related case filed an emergency petition on December 24, 2024 for rehearing en banc in the Fifth Circuit. Accordingly, this case and the regulatory implications may continue to change in the near-term.
ABOUT BAKER BOTTS L.L.P.
Baker Botts is an international law firm whose lawyers practice throughout a network of offices around the globe. Based on our experience and knowledge of our clients' industries, we are recognized as a leading firm in the energy, technology and life sciences sectors. Since 1840, we have provided creative and effective legal solutions for our clients while demonstrating an unrelenting commitment to excellence. For more information, please visit bakerbotts.com.