Corporate Transparency Act (CTA) BOI Filing Requirements: New Deadlines Announced

The Fifth Circuit Court of Appeals recently reinstated the filing requirements for the Corporate Transparency Act's (CTA) Beneficial Ownership Information (BOI) reporting, overturning an injunction that had delayed compliance. As a result, the Financial Crimes Enforcement Network (FinCEN) has extended the deadline for most reporting companies to submit their BOI reports until January 13, 2025.

What This Means for Reporting Companies

Under the CTA, businesses must disclose information about their beneficial owners to assist in the fight against money laundering and other financial crimes. The Fifth Circuit's decision, made on December 23, 2024, cleared the path for these reporting requirements to be enforced. As a result, FinCEN has provided additional time for companies to comply.

Key Deadlines:

1. Companies formed before January 1, 2024: These companies now have until January 13, 2025 to file their initial BOI reports, an extension from the previous January 1, 2025, deadline.

2. Companies formed on or after September 4, 2024 with an original filing deadline between December 3, 2024 and December 23, 2024: These entities must also submit their initial BOI reports by January 13, 2025.

3. Companies formed between December 3, 2024, and December 23, 2024: These companies are granted an additional 21 days from their original filing deadlines.

4. Disaster Relief Entities: Companies qualifying for disaster relief may have extended deadlines beyond January 13, 2025. These companies should adhere to the latest applicable deadline.

5. New Entities Formed After January 1, 2025: For companies formed after this date, they will have 30 days to submit their BOI reports once their registration is officially effective.

Legal Background

The injunction blocking the enforcement of the CTA’s reporting requirements had been issued in the case Texas Top Cop Shop, Inc. v. Garland on December 3, 2024. However, after the Fifth Circuit's ruling, the DOJ's request to lift the injunction was granted, allowing FinCEN to proceed with enforcing the law. The case remains under litigation, but the court’s order indicated strong support for the CTA’s constitutionality.

Final Thoughts

With the new deadlines, businesses now have additional time to prepare their BOI filings. Reporting companies are urged to stay informed on further updates from FinCEN, as the situation continues to evolve. For more detailed guidance, resources like the AICPA’s BOI reporting center (https://www.aicpa-cima.com/resources/landing/beneficial-ownership-information-boi-reporting) are regularly updated to assist businesses in compliance with the CTA.

Read our original publication on the CTA here.