The Corporate Transparency Act is Still Alive, with New Reporting Deadlines | By: Chris Manderson

It just so happens that your friend here is only mostly dead.  There is a big difference between mostly dead and all dead.  Now, mostly dead is slightly alive.” -- Miracle Max (Billy Crystal), in the Princess Bride  

The Corporate Transparency Act (CTA) is still alive, with revived reporting obligations and new deadlines.  

After the December 3, 2024 injunction that suspended reporting under the CTA, it turns out the CTA was only mostly dead. Today, December 23, 2024, 3 Grinches from the U.S. Court of Appeals for the Fifth Circuit stole Christmas by granting a stay of the district court’s preliminary injunction, pending the outcome of the Department of the Treasury’s ongoing appeal of the district court’s order. Decision linked here.

This means CTA reporting obligations have been revived, and deadlines have been updated. Reporting companies should revive their compliance efforts.

The CTA, enacted in 2021, requires corporate entities such as corporations, LLCs and LPs to report their beneficial owners to FinCEN. For further details on the CTA and its requirements prior to this injunction, please refer to our December 2023 client alert linked here.

FinCEN issued the following alert within hours of the Court's decision, setting new deadlines for reporting (https://fincen.gov/boi). Note that deadlines that had been January 1, 2025 have moved to January 13, 2025:  

“In light of a December 23, 2024, federal Court of Appeals decision, reporting companies, except as indicated below, are once again required to file beneficial ownership information with FinCEN. However, because the Department of the Treasury recognizes that reporting companies may need additional time to comply given the period when the preliminary injunction had been in effect, we have 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."

Please feel free to contact us with questions about the CTA.

If you need a good laugh, watch Miracle Max and Inigo Montoya in the Princess Bride here.