Yesterday, the Fifth Circuit Court of Appeals has issued a stay on the District Court's nationwide injunction against the Corporate Transparency Act (CTA). As a result, Beneficial Ownership Information (BOI) reporting requirements have been reinstated, with a new compliance deadline of January 13, 2025, for existing companies.

A PDF of the judge-ordered stay can be accessed here.

The court highlighted the government’s strong likelihood of success on appeal, underscoring Congress’s authority under the Commerce Clause to address financial crimes such as money laundering and terrorism financing. This decision reinforces the government’s commitment to ensuring transparency in corporate activities to deter criminal activity.

Key Compliance Deadline:

• 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 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.

Companies are urged to review the reinstated requirements promptly and ensure compliance by the new deadline.

THIS CLIENT ALERT IS A GENERAL UPDATE REGARDING THE CORPORATE TRANSPARENCY ACT (CTA) STAYED BY APPEALS COURT. IT, THEREFORE, IS NOT INTENDED TO BE, AND SHOULD NOT BE CONSTRUED AS, LEGAL ADVICE.

About Zarren Law Group, LLC (ZLG): ZLG is a boutique business transactional law firm primarily consisting of former “big firm” attorneys who are focused on delivering exceptional outcomes by utilizing a results-oriented, value-add approach in solving clients’ complex legal and business-related issues. ZLG primarily concentrates on corporate law, business law, mergers and acquisitions, private placements, public offerings, public company compliance, financings/loan transactions, intellectual property, tax, real estate, and other business transactional matters. For more, visit www.zarrenlawgroup.com.