Fifth Circuit Lifts Stay on Ownership Reporting, Treasury Extends Filing Deadline for Most FinCEN Ownership Reports to January 13, 2025

On December 23, 2024, the U.S. Court of Appeals for the Fifth Circuit lifted a nationwide injunction on the Beneficial Ownership Information reporting obligations of the Corporate Transparency Act (CTA). The Department of the Treasury’s Financial Crimes Enforcement Network (FinCEN) immediately issued revised deadlines for reporting ownership information. Accordingly, entities covered by the reporting obligation must file their reports by the revised deadlines as detailed below.

Background

The CTA requires corporations, limited liability companies, and other entities created by filing of a document with a Secretary of State to report the ownership and management information of individuals who directly or indirectly own or control the company to FinCEN’s centralized database. While there are exemptions from the requirements for certain companies already subject to federal ownership reporting requirements, the reporting obligations are, in general, intended to cover with less than 20 full time employees and less than $5 million in gross receipts or sales.

Under FinCEN’s original rules, companies formed before January 1, 2024 were required to file their reports by January 1, 2025, and companies formed after January 1, 2024 were required to report ownership information within 90 days of notification that the company’s formation was effective.

On December 3, 2025, a federal district court issued an order staying FinCEN’s reporting obligations. The federal government appealed this decision to the Fifth Circuit, which lifted this stay and reinstated the reporting obligations.

Revised Reporting Deadlines

Following the Fifth Circuit’s order, FinCEN extended the reporting deadlines as follows:

• • Companies registered prior to January 1, 2024 have until January 13, 2025 to file.
  • Companies registered 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.
  • 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.
  • Companies registered on or after January 1, 2025 have 30 days to file after receiving actual or public notice that their creation or registration is effective.

Note that companies that qualify for disaster relief may have extended deadlines that fall beyond January 13, 2025, and that plaintiffs in National Small Business United v. Yellen, No. 5:22-cv-01448 (N.D. Ala.) are not currently required to file.

Recommendation

We recommend that reporting companies which have not yet filed BOI reports review their status and, if required, file as soon as possible to ensure compliance with the above deadlines. FinCEN’s e-filing portal can be found here.

If you have questions regarding the CTA’s BOI compliance and reporting obligations, please contact one of our attorneys.