December 26, 2024

After a series of legal developments, BOI reporting is officially back on, and reporting companies must file their Beneficial Ownership Information (BOI) reports by the new applicable deadline referenced below. This follows the Fifth Circuit Court of Appeals' decision to reverse the nationwide preliminary injunction previously halting the requirement. Read the court’s decision here.

The Financial Crimes Enforcement Network (FinCEN) has issued an updated statement acknowledging the confusion caused by the injunction and confirming the extension of the filing deadline. Full details of the updated deadlines are provided below.

For your convenience, here is a condensed version of the updated deadlines broken down by type of entity:

Pre-2024 Entities: Entities created before January 1, 2024, now have until January 13, 2025, to file their initial BOI reports.
Newer Entities:

Entities created between December 3, 2024, and December 23, 2024, have 21 additional days from their original deadline to file.
Entities created on or after January 1, 2025, must file their reports within 30 days of creation or registration.

Disaster Relief Provisions: Companies qualifying for disaster relief may have extended deadlines (read below to learn more).

The Court’s Decision

In Texas Top Cop Shop, Inc. v. Garland (5th Cir. Appeal No. 24-40792, Dec. 23, 2024), the Fifth Circuit Court determined the CTA’s constitutionality could be upheld under Congress' Commerce Clause powers. The court emphasized the importance of the CTA in combating money laundering, terrorism financing, and other financial crimes, reinforcing Congress' authority to regulate activities affecting interstate commerce. This decision has reinstated the requirement for most entities to file BOI reports.

While constitutional challenges to the CTA remain ongoing, this ruling underscores the likelihood that such challenges may face significant hurdles.

Recap of Key Developments in BOI Reporting

Initial Announcement:
The BOI reporting requirement was introduced as part of the Corporate Transparency Act (CTA), which aims to increase corporate transparency to combat financial crimes such as money laundering and tax fraud. The filing deadline was set as January 1, 2025 for most businesses.
Preliminary Injunction:
On December 3, 2024, a U.S. District Court in Texas issued a nationwide preliminary injunction in Texas Top Cop Shop, Inc. v. Garland, temporarily halting FinCEN’s enforcement of the BOI filing requirement.
Appeal Filed:
Shortly after, the Department of Justice appealed the injunction, arguing that the CTA’s provisions are a constitutional exercise of Congress’ powers under the Commerce Clause.
Reversal of the Injunction:
On December 23, 2024, the U.S. Fifth Circuit Court of Appeals overturned the District Court’s injunction, reinstating the BOI reporting requirement.
Extended Deadline Announced:
In response to the injunction’s confusion, FinCEN granted extensions and moved the filing deadline to give many businesses additional time to comply.

FinCEN’s Updated Statement

FinCEN has provided the following statement regarding BOI reporting deadlines (read the statement on their website by clicking here):

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 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.

What’s Next for the CTA?

While the Fifth Circuit’s ruling resolves the immediate question of the BOI reporting deadline, additional legal challenges to the CTA persist. Issues such as compliance with the Administrative Procedures Act and potential violations of constitutional protections under the First and Fourth Amendments remain under litigation. However, these disputes are unlikely to impact the current updated deadlines.

We encourage all reporting companies to prepare their BOI filings to ensure compliance by their applicable deadline.