Corporate Transparency Act Injunction Stayed: Beneficial Ownership Information Report Filing Deadlines Updated

This is the fourth installment in our ongoing series of client alerts on the Corporate Transparency Act (the “CTA”).

On December 3, 2024, the U.S. District Court for the Eastern District of Texas determined that the CTA was likely unconstitutional and issued a preliminary injunction that enjoined the CTA and enforcement of the reporting rules under the CTA and stayed the January 1, 2025, compliance deadline.

The U.S. Department of Justice appealed this decision to the Fifth Circuit Court of Appeals, and on December 23, 2024, the Fifth Circuit Court of Appeals stayed the District Court’s injunction pending appeal. As a consequence, reporting companies are once again required to file beneficial ownership information reports under the CTA.

Because of the uncertainty regarding filing obligations created by the now-stayed preliminary injunction, the U.S. Department of Treasury has extended the filing deadlines for affected reporting companies. For reporting companies that were created or registered before 2024, initial beneficial ownership information reports must be filed by January 13, 2025. For reporting companies that were created or registered on or after September 4, 2024, that had a filing deadline between December 3, 2024, and December 23, 2024, initial beneficial ownership information reports will also be due by January 13, 2025. Reporting companies created or registered on or after December 3, 2024, and on or before December 23, 2024, will have an additional 21 days from their original deadlines within which to file initial beneficial ownership information reports. Beneficial ownership information reports that were due on or after December 24, 2024, and on or before December 31, 2024, continue to be due by their original due dates.

Please contact AGG Corporate & Finance co-chair Sherman Cohen or your AGG relationship partner with any questions.