As we shared in previous updates and summarized on Bridgeford’s CTA Resource Page, the legal landscape surrounding the Corporate Transparency Act (CTA) continues to evolve rapidly. Most recently, on December 23, 2024, the Fifth Circuit Court of Appeals granted the government’s motion to stay enforcement of the preliminary injunction that temporarily blocked the CTA and its beneficial ownership reporting rule. As a result, reporting companies not otherwise exempt from the CTA must file their beneficial ownership information reports, with FinCEN extending the deadline for most companies to January 13, 2025.
FinCEN outlines the extended reporting deadlines in its latest alert, summarized below:
- Reporting companies created or registered prior to January 1, 2024: Deadline extended to January 13, 2025.
- Reporting companies created or registered in the U.S. on or after September 4, 2024, with a filing deadline between December 3, 2024, and December 23, 2024: Deadline extended to January 13, 2025.
- Reporting companies created or registered in the U.S. on or after December 3, 2024, and on or before December 23, 2024: Additional 21 days from their original filing deadline.
- Reporting companies that qualify for disaster relief: Extended deadlines may fall beyond January 13, 2025.
- Reporting companies created or registered in the U.S. on or after January 1, 2025: 30 days to file after receiving actual or public notice that their creation or registration is effective.
- Additionally, certain parties, such as plaintiffs in the National Small Business United v Yellen case, remain exempt from filing at this time.
As highlighted in FinCEN’s most recent alert:
“The government continues to believe—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 Department of Justice, on behalf of the Department of the Treasury, filed a Notice of Appeal on December 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.”
It is important to note that there are other courts considering whether the CTA is constitutional. Therefore, the legal landscape on the CTA could quickly shift again, either from the Fifth Circuit, Supreme Court, or another federal court. We urge you to consult with counsel on how to proceed, particularly if beneficial ownership reports may need to be filed for one or more entities.
As the legal saga continues to unfold, Bridgeford Trust Company will keep you updated. Visit our CTA Resource Page for timely updates, and if you have any questions, feel free to reach out via our contact form or by calling us at (605) 224-9189.
