BOI Reporting Injunction Lifted. FinCEN Announces New Deadline of Jan 13, 2025

Article Highlights:

  • Fifth Circuit Court of Appeals Decision

  • Reporting Companies Once Again Required to File.

  • New Extended Filing Deadlines:

    o    Companies created or registered prior to January 1, 2024
    o    Companies created or registered on or after September 4, 2024, with a filing deadline between December 3, 2024, and December 23, 2024
    o    Companies created or registered on or after December 3, 2024, and on or before December 23, 2024
    o    Reporting companies qualifying for disaster relief

On December 23, 2024, the Fifth Circuit Court of Appeals lifted the FinCEN Beneficial Owner Information (BOI) reporting injunction put in place by a Texas district court ruling on December 3, which was subsequently appealed by the Department of Justice (DOJ).

In light of this decision, reporting companies, except as indicated below, are once again required to file Beneficial Ownership Information reports with FinCEN. However, recognizing that reporting companies may need additional time to comply due to the period when the preliminary injunction was in effect, the Department of the Treasury has extended the reporting deadlines as follows:

  • Reporting companies created or registered prior to January 1, 2024: These companies 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, with a filing deadline between December 3, 2024, and December 23, 2024: These companies 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: These companies have an additional 21 days from their original filing deadline to file their initial Beneficial Ownership Information reports with FinCEN.

  • Reporting companies qualifying for disaster relief: These companies may have extended deadlines that fall beyond January 13, 2025. They should adhere to whichever deadline falls later.

  • Reporting companies created or registered in the United States on or after January 1, 2025: These companies 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 this case—including Isaac Winkles, the National Small Business Association, and members of the association as of March 1, 2024—are not required to report Beneficial Ownership Information to FinCEN at this time.

Background:

On Tuesday, 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 a nationwide preliminary 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 against the Corporate Transparency Act (CTA), pending the outcome of the Department of the Treasury’s appeal.

The Texas Top Cop Shop case is one of several challenges to the CTA currently pending in courts across the country. Several district courts, including the U.S. District Courts for the Eastern District of Virginia and the District of Oregon, have denied similar injunction requests and ruled in favor of the Department of the Treasury, affirming the CTA’s constitutionality.

In response to the Texas ruling, the Department of Justice filed a Notice of Appeal on December 5, 2024, and requested a stay of the injunction pending appeal. The government remains confident in the CTA’s constitutionality and is actively pursuing its enforcement.

 

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