VERY IMPORTANT UPDATE:

On December 26, 2024, the Fifth Circuit Court of Appeals vacated ("rescinded") its previous stay order issued only three days earlier, thus, reinstating the nationwide preliminary injunction issued by the lower district court in the Texas Top Cop Shop, Inc. v. Garland case. The expedited appeal in this case is scheduled for oral argument before the Fifth Circuit Court of Appeals on March 25, 2025 at 10:00 am CT.

Until further notice, reporting companies are, again, not currently required to file Beneficial Ownership Information (BOI) reports with FinCEN and are not subject to liability for failing to do so while the injunction remains in effect. The injunction will be in effect until after the Court hears oral arguments on March 25, 2025 and then renders a decision. Independently, Congress could pass legislation extending the CTA deadlines by law, which had been removed from the recently approved funding bill. However, while the litigation continues and Congress ponders an extension, reporting companies may still choose to submit BOI reports voluntarily.

We are closely monitoring the situation and will keep you updated on any further developments.

Alert: Updates to Beneficial Ownership Information Reporting Deadlines – Beneficial Ownership Information Reporting Requirements Now in Effect, with Deadline Extensions

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.
• 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—namely, Isaac Winkles, reporting companies 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 beneficial ownership information to FinCEN at this time.