On December 23, 2024, the Fifth Circuit Court of Appeals (the “Fifth Circuit”) granted the U.S. Attorney General’s emergency motion for a stay of the preliminary injunction against the enforcement of the Corporate Transparency Act that the U.S. District Court for the Eastern District of Texas (the “District Court”) granted in Texas Top Cop Shop, Inc, et al. v. Merrick Garland, Attorney General of the United States, et al.

Subject to further developments, the current deadlines for non-exempt reporting companies to submit beneficial ownership information reports with the U.S. Department of Treasury’s Financial Crimes Enforcement Network (“FinCEN”) are as follows:

• For entities in existence prior to January 1, 2024, the deadline to submit the initial report is January 1, 2025.
• For entities created or registered on or after January 1, 2024 through December 31, 2024, the deadline to submit the initial report is within 90 days of their creation or registration.
• For entities created or registered on or after January 1, 2025, the deadline to submit the initial report is within 30 days of their creation or registration.
• After the initial report is filed and on a going-forward basis, applicable companies will be required to provide updates to FinCEN concerning information covered in the report within 30 days of the date the change occurred. 

Please note that the Fifth Circuit’s Decision granting the stay is not an ultimate determination on either the constitutionality of the Corporate Transparency Act or the preliminary injunction issued by the District Court; it is only a stay of enforcement of the preliminary injunction pending the government’s appeal of the District Court’s decision granting the preliminary injunction.  We anticipate those questions will be answered by the Fifth Circuit and the District Court in the near future.

For more information about the Corporate Transparency Act and its reporting requirements, please visit FinCEN’s website located at www.fincen.gov/boi.