Fifth Circuit Court Stays Nationwide Injunction On CTA Enforcement – BOI Reporting Requirements Resume – Corporate Governance

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Fifth Circuit Court Stays Nationwide Injunction On CTA Enforcement – BOI Reporting Requirements Resume – Corporate Governance

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On December 23, 2024, the U.S. Court of Appeals for the Fifth Circuit issued an order temporarily staying the nationwide preliminary injunction previously granted in Texas Top Cop Shop, Inc., et al. v. Garland, et al.


United States
Corporate/Commercial Law


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On December 23, 2024, the U.S. Court of Appeals for the Fifth
Circuit issued an order temporarily staying the nationwide
preliminary injunction previously granted in Texas Top Cop Shop,
Inc., et al. v. Garland, et al. While the Fifth Circuit’s
temporary stay is not the final word on the fate of the Corporate
Transparency Act (CTA), the court determined that, among other
things, the statute is likely constitutional on its face and the
public interest in enforcing the CTA outweighs the minimal harm
caused to businesses by complying with the CTA. Accordingly, the
Fifth Circuit’s order permits enforcement of the CTA, including
its beneficial ownership information (BOI) reporting requirements,
to resume pending appeal.

In light of the Fifth Circuit’s order to stay the
preliminary injunction, the Financial Crimes Enforcement Network
(FinCEN) issued an updated alert confirming that BOI reporting
requirements under the CTA are once again in effect. However, in
recognition of the fact that some reporting companies may need
additional time to comply as a result of the period during which
the preliminary injunction was in effect, FinCEN has extended
certain BOI reporting deadlines as follows:

  • Reporting companies that were formed or registered in
    the United States prior to January 1, 2024:
    The deadline
    for these reporting companies to file their initial BOI reports,
    previously January 1, 2025, has been extended to January 13,
    2025.

  • Reporting companies that were formed or registered in
    the United States between September 4, 2024 and September 24,
    2024:
    The deadline for these reporting companies to file
    their initial BOI reports, previously 90 days after the date it was
    formed or registered in the United States (i.e. between December 3,
    2024 and December 23, 2024), has been extended to January 13,
    2025.

  • Reporting companies that were formed or registered in
    the United States between December 3, 2024 and December 23,
    2024:
    The deadline for these reporting companies to file
    their initial BOI reports, previously 90 days after the date it was
    formed or registered in the United States (i.e. between March 3,
    2025 and March 23, 2025), has been extended by an additional 21
    days.

In general, except as set forth above, a reporting company must
submit its BOI report by the previously established deadlines. For
example, FinCEN did not extend the filing deadline for reporting
companies that were formed or registered in the United States
between September 25, 2024 and December 2, 2024. Accordingly, these
reporting companies must adhere to their original filing deadlines
which fall between December 24, 2024 and March 2, 2025.

Companies should continue to stay informed and monitor
developments, including updates from FinCEN and any further court
rulings. Reporting companies that have not yet prepared or
submitted their BOI reports should take immediate steps to ensure
compliance with the CTA’s requirements.

The content of this article is intended to provide a general
guide to the subject matter. Specialist advice should be sought
about your specific circumstances.

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