We wanted to bring you an important update regarding a significant development regarding the Corporate Transparency Act (CTA).
As we recently shared, a federal district court issued a preliminary injunction of the CTA and its reporting rule on Dec. 3, 2024, blocking enforcement nationwide. The government appealed this decision, arguing that the CTA is within Congress’ power to regulate commerce and address national security concerns.
A federal appeals court agreed with the government and temporarily reinstated the law and its reporting rule on Dec. 23, highlighting the minimal burden it places on businesses and the public’s strong interest in combating financial crime. FinCEN has released the following guidance:
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, FinCEN has extended the reporting deadline as follows:
- Reporting companies that were created or registered prior to Jan. 1, 2024, have until Jan. 13, 2025, to file their initial beneficial ownership information reports with FinCEN. These companies would otherwise have been required to report by Jan. 1, 2025.
- Reporting companies created or registered in the United States on or after Sept. 4, 2024, that had a filing deadline between Dec. 3, 2024, and Dec. 23, 2024, have until Jan. 13, 2025 to file their initial beneficial ownership information reports with FinCEN.
- Reporting companies created or registered in the United States on or after Dec. 3, 2024, and on or before Dec. 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 Jan. 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 Jan. 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 “Notice Regarding National Small Business United vs. Yellen, No. 5:22-cv-01448 (N.D. Ala.)”, Plaintiffs in National Small Business United vs. Yellen, No. 5:22-cv-01448 (N.D. Ala.)—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.
You can be confident that the CSC team is here to help and adapt as necessary.
Be sure to monitor the CSC blog for additional updates.
Thank you for your continued partnership.