On December 3, 2024, the Eastern District of Texas issued a preliminary injunction in Texas Top Cop Shop, Inc. et al. v. Garland et al., suspending the requirement for businesses to comply with the Corporate Transparency Act (“CTA”) and file their Beneficial Ownership Information (“BOI”). The preliminary injunction meant that the January 1, 2025 filing deadline was not enforceable against reporting companies formed or registered to do business in the U.S. before January 2024. Additionally, reporting companies formed after January 2024 were not required to file BOI reports by their 90-day deadlines.
On December 23, 2024, the U.S. Court of Appeals for the Fifth Circuit stayed the preliminary injunction and restored the CTA filing requirement. Immediately following the Fifth Circuit’s decision, FinCEN issued extended deadlines for reporting companies to comply with CTA filings. The extended deadlines were as follows:
- Reporting companies that were formed or registered in the United States before January 1, 2024 have until January 13, 2025 to file BOI reports with FinCEN.
- Reporting companies formed 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 BOI reports with FinCEN.
- Reporting companies that were formed or registered in the United States on or after January 1, 2025 have 30 days to file BOI reports with FinCEN.
Then, on December 26, 2024, the Fifth Circuit vacated the stay and reinstated the preliminary injunction. As it stands, and as confirmed by FinCEN, there is no requirement for reporting companies to submit BOI reports until further notice. However, FinCEN has clarified that reporting companies may voluntarily submit BOI reports during this time. Oral arguments are scheduled for March 25, 2025.
Given the timing and uncertainty of the CTA, we recommend that reporting companies remain ready to prepare and file BOI reports on short notice.