Fifth Circuit Reinstates Corporate Transparency Act’s Beneficial Ownership Reporting Rule Deadline
By: Michael Bayes and Andrew D. Watkins
Original Deadline of January 1, 2025 Extended to January 13, 2025
A panel of judges on the Fifth Circuit Court of Appeals have stayed a nationwide injunction blocking the U.S. Treasury’s Financial Crimes Enforcement Network (FinCEN) from enforcing the Corporate Transparency Act’s beneficial ownership reporting rule. As a result, reporting entities that were created before January 1, 2024, and had a January 1, 2025, reporting deadline must now file their reports by January 13, 2025. Acknowledging that some may need additional time to file following the earlier injunction, FinCEN announced that it was extending the original January 1 deadline for preexisting reporting entities to January 13. In addition:
- 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 beneficial ownership information reports with FinCEN.
- 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 beneficial ownership information reports with FinCEN.
On December 23, the Fifth Circuit Court of Appeals granted the U.S. government’s motion to stay the Texas district court’s nationwide injunction blocking enforcement of the beneficial ownership reporting rule pending appeal of the district court decision. As a result, the nationwide injunction issued by the district court in Texas Top Cop Shop, Inc. v. Garland on December 3 is no longer in effect and reporting companies that are subject to the FinCEN filing requirement that were formed prior to January 1, 2024, must file their beneficial ownership report no later than January 13, 2025.
The plaintiffs in this case have requested that the entire Fifth Circuit reconsider this decision by January 6th and have indicated they intend to appeal to the U.S. Supreme Court if the stay remains in place. We will continue to monitor developments as the filing rules could change again before January 13th, either as a result of further action in the Fifth Circuit or as the result of a ruling from another court considering this issue.
We noted the district court’s injunction in our December In-Compliance update and detailed the beneficial ownership reporting requirements in October.
