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FinCEN Updates
Updates to Beneficial Ownership Information Reporting Deadlines
Last updated Friday, December 27,
2024
Alert [December 27, 2024]
Impact of Ongoing Litigation – Deadline Stay – Voluntary Submission Only
In light of a recent federal court order, reporting companies are not currently
required to file beneficial ownership information with FinCEN and are not
subject to liability if they fail to do so while the order remains in force.
However, reporting companies may continue to voluntarily submit beneficial
ownership information reports.
The Corporate
Transparency Act (CTA) plays a vital role in protecting the U.S. and
international financial systems, as well as people across the country, from
illicit finance threats like terrorist financing, drug trafficking, and money
laundering. The CTA levels the playing field for tens of millions of
law-abiding small businesses across the United States and makes it harder for
bad actors to exploit loopholes in order to gain an unfair advantage.
On Tuesday,
December 3, 2024, in the case of Texas Top Cop Shop, Inc., et al. v.
Garland, et al., No. 4:24-cv-00478 (E.D. Tex.), the U.S. District Court for
the Eastern District of Texas, Sherman Division, issued an order granting a
nationwide preliminary injunction. Texas Top Cop Shop is only
one of several cases that have challenged the Corporate Transparency Act (CTA)
pending before courts around the country. Several district courts have denied
requests to enjoin the CTA, ruling in favor of the Department of the Treasury.
The government continues to believe—consistent with the conclusions of the U.S.
District Courts for the Eastern District of Virginia and the District of
Oregon—that the CTA is constitutional. For that reason, the Department of
Justice, on behalf of the Department of the Treasury, filed a Notice of Appeal
on December 5, 2024 and separately sought of stay of the injunction pending
that appeal.
On December 23, 2024, a panel of the U.S. Court of
Appeals for the Fifth Circuit granted a stay of the district court’s
preliminary injunction entered in the case of Texas Top Cop Shop, Inc.
v. Garland, pending the outcome of the Department of the Treasury’s ongoing
appeal of the district court’s order. FinCEN immediately issued an alert
notifying the public of this ruling, and recognizing that reporting companies
may have needed additional time to comply with beneficial ownership reporting
requirements, FinCEN extended reporting deadlines. On December 26, 2024,
however, a different panel of the U.S. Court of Appeals for the Fifth Circuit
issued an order vacating the Court’s 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.
Beneficial Ownership Information Reporting Requirements Now in Effect, with
Deadline Extensions
In light of a
December 23, 2024, federal Court of Appeals decision, 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, we have extended the reporting deadline as follows:
- 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.
- Reporting companies
that qualify for disaster relief may have extended deadlines that fall
beyond January 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 January 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 titled “Notice Regarding National Small Business United v.
Yellen, No. 5:22-cv-01448 (N.D. Ala.)”, Plaintiffs
in National Small Business United v. 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.
On Tuesday,
December 3, 2024, in the case of Texas Top Cop Shop, Inc., et al. v.
Garland, et al., No. 4:24-cv-00478 (E.D. Tex.), the U.S. District
Court for the Eastern District of Texas, Sherman Division, issued an order
granting a nationwide preliminary injunction. On December 23, 2024, the U.S.
Court of Appeals for the Fifth Circuit granted a stay of the district court’s
preliminary injunction enjoining the Corporate Transparency Act (CTA) entered
in the case of Texas Top Cop Shop, Inc. v. Garland, pending the outcome
of the Department of the Treasury’s ongoing appeal of the district court’s
order. Texas Top Cop Shop is only one of several cases that
have challenged the CTA pending before courts around the country. Several
district courts have denied requests to enjoin the CTA, ruling in favor of the
Department of the Treasury. The government continues to believe—consistent with
the conclusions of the U.S. District Courts for the Eastern District of
Virginia and the District of Oregon—that the CTA is constitutional. For that
reason, the Department of Justice, on behalf of the Department of the Treasury,
filed a Notice of Appeal on December 5, 2024 and separately sought of stay of
the injunction pending that appeal with the district court and the U.S. Court
of Appeals for the Fifth Circuit.
Nevada
Commercial Registered Agent
Entity # E0502742015-6
NV Business ID NV20151637034
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© 2024 Marc Gohres
Revised December 27, 2024 2:06 PM
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