In 2021, Congress passed the Corporate Transparency Act (the “CTA”). This law creates a new beneficial ownership information reporting requirement as part of the U.S. government’s efforts to track criminal activity. You can learn more about the Corporate Transparency Act by visiting the website for the Financial Crimes Enforcement Network, a department of the U.S. Treasury (“FinCen”), at this link https://fincen.gov/boi
If your existing company is obligated to file a beneficial ownership information report and has not already done so, the deadline under the CTA for filing is December 31, 2024*. Reports may be filed electronically by visiting https://fincen.gov/boi
The penalties for failure to report are quite onerous and include both civil and criminal penalties with a fine of $500 per day up to $10,000 and a max of 2 years imprisonment.
According to the CTA, any new company established on or after January 1, 2025, must file its BOI report with FinCen within 30 days of its date of formation.
Like most new laws, the CTA is being challenged in the courts by various parties. On December 3, 2024, the U.S. District Court for the Eastern District of Texas (the “Court”) issued a nationwide, preliminary injunction blocking enforcement of the CTA. See Texas Top Cop Shop, Inc., et al. v. Garland, et al., No. 4:24-cv-478 (E.D. Texas Dec. 3, 2024). The Department of the Treasury has appealed the ruling. At this time, we do not know the outcome of this litigation or how it may impact the filing requirements and deadlines under the CTA. We encourage you to stay abreast of this matter in case you need to act promptly to comply with the requirements of the CTA.
FinCen’s response to the District Court’s ruling in Texas Top Cop Shop, Inc. is set forth on FinCen’s website: “While this litigation is ongoing, FinCEN will comply with the order issued by the U.S. District Court for the Eastern District of Texas for as long as it remains in effect. Therefore, reporting companies are not currently required to file their beneficial ownership information with FinCEN and will not be subject to liability if they fail to do so while the preliminary injunction remains in effect. Nevertheless, reporting companies may continue to voluntarily submit beneficial ownership information reports.”
December 26, 2024
Important updates regarding the Corporate Transparency Act:
On December 23, 2024, the Fifth Circuit Court of Appeals lifted the nationwide injunction that previously prevented the enforcement of the CTA filing deadline. In response, FinCEN is again requiring the filing of Beneficial Ownership Information reports from entities that are required to file, but for some entities the filing deadline has changed:
- Reporting companies that were created or registered prior to January 1, 2024 have until January 13, 2025 to file their initial beneficial ownership information reports with FinCEN. (These companies would otherwise have been required to report by January 1, 2025.)
- Reporting companies created or registered in the United States 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 their initial beneficial ownership information reports with FinCEN.
- Reporting 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 their initial beneficial ownership information reports with FinCEN.
Visit https://fincen.gov/boi for more information or to file your BOI report electronically.
December 31, 2024
On December 26, 2024, in an about face the U.S. Court of Appeals for the Fifth Circuit issued an order vacating the Fifth Circuit Court’s prior December 23, 2024, order granting a stay of the preliminary injunction. Accordingly, as of December 26, 2024, the injunction issued by the district court in Texas Top Cop Shop, Inc. v. Garland is in effect and reporting companies are not currently required to file beneficial ownership information with FinCEN.
