On December 23, 2024, in Texas Top Cop Shop, Inc., et al., v. Merrick Garland, Attorney General of the United States, et al., the U.S. Court of Appeals for the Fifth Circuit stayed the nationwide injunction previously enjoining enforcement of the Corporate Transparency Act (CTA) and its implementing regulations.

On December 3, 2024, the U.S. District Court for the Eastern District of Texas previously issued a nationwide injunction enjoining enforcement of the CTA. However, this injunction has been stayed, thus reinstating the CTA’s reporting requirements and FinCEN’s ability enforce the CTA. FinCEN has recognized that reporting companies may need more time to file initial beneficial ownership information (BOI) reports, and has extended the filing deadlines as follows:

• Reporting companies created in 2023 or before have until January 13, 2025, to file their initial BOI reports with FinCEN.
• Reporting companies created on or after September 4, 2024 with a filing deadline between December 3 and December 23 (i.e., entities formed between September 4 and September 24) have until January 13, 2025 to file their initial BOI reports with FinCEN.
• Reporting companies created 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 BOI reports with FinCEN.

Reporting companies that are created in 2025 will still have 30 days to file their initial BOI reports with FinCEN; this deadline was not changed.

Given the Fifth Circuit’s order, reporting companies are required to file initial BOI reports. Reporting companies would be well advised to gather the requisite information and file initial BOI reports by the applicable deadline. In addition, if any information reported on a BOI report changes, reporting companies should file updated reports within 30 days of the change. Reporting companies would also be well advised to consult with their counsel to ensure full compliance with the CTA.