Beneficial Owner Information Filing Requirements Reinstated With Some Extensions
On December 23, 2024, the Fifth Circuit Court of Appeals lifted the injunction we reported on earlier this month in Texas Top Cop Shop, Inc., et al. v. Garland, et al., Case No. 4:24-cv-478. Although the lower court enjoined the Beneficial Ownership Report regulations at 31 C.F.R. 1010.380 (the “BOI Regulations”) under Corporate Transparency Act (“CTA”), the Fifth Circuit has dissolved the injunction. This means that the BOI Regulations and CTA are all back in effect.
Fortunately, the United States Department of the Treasury’s Financial Crimes Enforcement Network or “FinCEN” has recognized that this would potentially create havoc in the next week as businesses struggled to comply over the holidays.
They have provided very limited relief to the filing deadlines 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.
As we said in our last update, even without the pressure of an immediate compliance deadline, the filing website was often overwhelmed during December. A rush to comply even to the extended deadlines will still likely see frequent system delays. To the extent that you have not yet complied, you may wish to consider compliance sooner rather than later.