Update: BOI Reporting Requirement Halted (For Now)

The on-again-off-again federal law, which would require most U.S. business entities to provide detailed information on the entity and its “beneficial owners,” is off again.

On December 3, 2024, in the case of Texas Top Cop Shop, Inc., et al. v. Garland, et al., No. 4:24-cv-00478 (E.D. Tex.), the U.S. District Court for the Eastern District of Texas, Sherman Division, issued an order granting a nationwide preliminary injunction against enforcing the Corporate Transparency Act’s (CTA) BOI reporting requirements. The Department of Justice, on behalf of the Department of the Treasury, filed a Notice of Appeal on December 5, 2024, and separately sought a stay of the injunction. On December 23, 2024, the U.S. Court of Appeals for the Fifth Circuit granted a stay of the district court’s preliminary injunction enjoining the CTA entered in the case of Texas Top Cop Shop, Inc. v. Garland, pending the outcome of the Department of the Treasury’s ongoing appeal of the district court’s order. This stay reinstated the January 1, 2025, reporting deadline for businesses, but a panel of judges on the U.S. Court of Appeals for the Fifth Circuit did not agree.

FinCEN issued an  alert acknowledging that in light of the federal Court of Appeals decision, reporting companies, except those specifically named in the alert, are once again required to file beneficial ownership information with FinCEN. The Department of the Treasury 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.
  
  
• As indicated in the alert titled “Notice Regarding National Small Business United v. Yellen, No. 5:22-cv-01448 (N.D. Ala.)”, Plaintiffs in National Small Business United v. Yellen, No. 5:22-cv-01448 (N.D. Ala.)—namely, Isaac Winkles, reporting companies for which Isaac Winkles is the beneficial owner or applicant, the National Small Business Association, and members of the National Small Business Association (as of March 1, 2024)—are not currently required to report their beneficial ownership information to FinCEN at this time.

On December 26, 2024, the merits panel hearing the emergency appeal of the US District Court's nationwide stay of enforcement of the CTA decided to vacate a portion of the previously issued ruling of the stays panel that granted the stay on the District Court's injunction. The BOI reporting deadline is currently on hold again, pending a decision by the merits panel, which is expected early in 2025. If the panel decides to lift the stay, the January 13, 2025, deadline will likely apply, unless FinCEN issues another ruling to push it back. FinCEN continues to allow affected entities to voluntarily file their reports, even though deadlines and enforcement are currently on hold.