According to an alert from the Treasury Department's Financial Crimes Enforcement Network (FinCEN), given the Dec. 23 2024 federal Court of Appeals decision, reporting companies, except as indicated in the instances enumerated by the FinCEN, once again must file beneficial ownership (BOI) information with the regulator.

However, because the Treasury Department recognizes that reporting firms might need more time to comply given the period when the preliminary injunction was in place, the FinCEN has extended the BOI reporting deadline to Jan. 13, 2025.

Accounting Today reported that, on Dec. 23, a panel of the U.S. Court of Appeals for the Fifth Circuit granted a stay of a preliminary injunction by a federal district court in Texas that had temporarily paused a requirement for filing BOI reports with FinCEN under the Corporate Transparency Act (CTA) of 2019 (CTA_ in the case of Texas Top Cop Shop Inc. v. Garland.

This means that most firms are once again required to report their true owners to FinCEN, except for members of the National Small Business Association, which had previously won an earlier lawsuit over the requirement. The law aims to stop criminals from utilizing shell companies for illicit transactions including money laundering and terrorism financing. The plaintiffs have petitioned the full court for an en banc rehearing to take into account additional issues in the case, Accounting Today said.

According to FinCEN's alert, the BOI reporting deadline has been extended as follows: 

• Reporting firms created or registered prior to Jan.1, 2024 have until Jan. 13, 2025 to file their initial BOI reports with FinCEN. (These firms would otherwise have been required to report by Jan. 1, 2025.)

• Reporting firms created or registered in the U.S. on or after Sept.4, 2024 that had a filing deadline between Dec. 3, 2024 and Dec. 23, 2024 have until Jan. 13, 2025 to file their initial BOI reports with FinCEN.

• Reporting firms created or registered in the U.S. on or after Dec. 3, 2024 and on or before Dec. 23, 2024 have an additional 21 days from their original filing deadline to file their initial BOI reports with FinCEN.

• Reporting firms that qualify for disaster relief may have extended deadlines that fall beyond Jan. 13, 2025. These firms should abide by whichever deadline falls later.

• Reporting firms created or registered in the U.S. on or after Jan. 1, 2025 have 30 days to file their initial BOI 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 National Small Business United v. Yellen, No. 5:22-cv-01448 (N.D. Ala.)—namely, Isaac Winkles, reporting firms for which Isaac Winkles is the beneficial owner or applicant, the National Small Business Association, and members of the National Small Business Association (as of March 1, 2024)—are not currently required to report their BOI information to FinCEN.

On Dec. 3, 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 an order granting a nationwide preliminary injunction. The U.S. Court of Appeals for the Fifth Circuit granted a stay of the district court’s preliminary injunction enjoining the CTA entered in the case of Texas Top Cop Shop, Inc. v. Garland, pending the outcome of the Treasury Department's ongoing appeal of the district court’s order. Texas Top Cop Shop is only one of several cases that have challenged the CTA pending before courts across the U.S.

The FinCEN's alert said that several district courts have denied requests to enjoin the CTA, instead ruling in favor of the Treasury Department. The government continues to think—which is consistent with the conclusions of the U.S. District Courts for the Eastern District of Virginia and the District of Oregon—that the CTA is constitutional. For that reason, the Justice Department, on behalf of the Treasury, filed a Notice of Appeal on Dec. 5, 2024 and separately sought of stay of the injunction pending that appeal with the district court and the U.S. Court of Appeals for the Fifth Circuit.