Yesterday, December 23, 2024, the U.S. Fifth Circuit Court of Appeals issued a stay of the nationwide preliminary injunction on enforcement of the Corporate Transparency Act (CTA), which injunction had been ordered by the U.S. District Court for the Eastern District of Texas on December 3, 2024. The result of this ruling from the Fifth Circuit is that, subject to any guidance from FinCEN the original CTA reporting deadlines were put back in effect.

However, as suspected, FinCEN issued a statement later in the day extending the 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. The original deadline was January 1, 2025.
• Reporting companies created or registered in the U.S. 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 U.S. 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 are created or registered in the U.S. 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. There is no change to this rule.

A one-year delay in the Beneficial Ownership Information (BOI) reporting requirements had been included in a proposed spending bill in the House of Representatives last week, but the version of the bill passed by Congress late last Friday, December 20, avoiding a government shutdown, did not include any BOI deadline extension provisions.

We will continue to monitor developments and provide timely updates. In the meantime, if you have requested Pugh Hagan Prahm complete your BOI filing, please prepare and submit your BOI Worksheet Form to the appropriate staff person if you have not previously done so.