Injunction lifted; FinCEN extends most BOI deadlines to Jan. 13

The deadline for most reporting companies to file beneficial ownership information (BOI) reports was extended to Jan. 13, 2025, by the Financial Crimes Enforcement Network (FinCEN), hours after a Monday court ruling reinstated the reporting requirement.

The Fifth Circuit Court of Appeals granted a Department of Justice (DOJ) motion to lift an injunction put in place by a district court ruling Dec. 3 that the DOJ appealed.

After the Fifth Circuit order, FinCEN, which enforces the Corporate Transparency Act (CTA), announced that, for reporting companies that had been required to supply BOI information by Jan. 1, their new filing deadline was Jan. 13.

Specifically, the FinCEN alert said that, because Treasury “recognizes that reporting companies may need additional time to comply given the period when the preliminary injunction had been in effect,” reporting deadlines were extended as follows:

• Reporting companies created or registered before Jan. 1, 2024, have until Jan. 13, 2025, to file initial BOI reports with FinCEN. (These companies would otherwise have been required to report by Jan. 1, 2025.)
• Reporting companies created or registered in the United States on or after Sept. 4, 2024, that had a filing deadline between Dec. 3, 2024, and Dec. 23, 2024, have until Jan. 13, 2025, to file initial BOI reports with FinCEN.
• Reporting companies created or registered in the United States on or after Dec. 3, 2024, and on or before Dec. 23, 2024, have an additional 21 days from their original filing deadline to file initial BOI reports with FinCEN.
• Reporting companies that qualify for disaster relief may have extended deadlines that fall beyond Jan. 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 Jan. 1, 2025, have 30 days to file initial BOI reports with FinCEN after receiving actual or public notice that their creation or registration is effective.

The injunction was issued in Texas Top Cop Shop, Inc. v. Garland, No. 4:24-CV-478 (E.D. Texas 12/3/24). Under the injunction, the CTA and the BOI reporting rule could not be enforced, and reporting companies would need not comply with the Jan. 1, 2025, BOI reporting deadline pending a further order of the court.

The DOJ, which filed a notice of appeal two days later, had asked the Fifth Circuit to rule on its request for a stay by Dec. 27 “to ensure that regulated entities can be made aware of their obligation to comply before Jan. 1, 2025.”

The case is still being litigated. But in its order, the Fifth Circuit said that “the government has made a strong showing that it is likely to succeed on the merits in defending CTA’s constitutionality.”

The AICPA and state CPA societies had written numerous letters to Congress and FinCEN, urging a delay in the reporting deadline. A one-year delay in BOI reporting requirements was included in a proposed spending bill in the House of Representatives last week. But the version of the bill passed by Congress late Friday, avoiding a government shutdown, did not include any BOI deadline provisions.

The AICPA is regularly updating its BOI reporting resource center.

Under the CTA, P.L. 116-283, which Congress passed in 2021 as an anti-money-laundering initiative, reporting companies must disclose the identity of and information about beneficial owners of the entities. For new entities incorporated after Jan. 1, 2024, reporting companies must also disclose the identity of “applicants” — defined as any individual who files an application to form a corporation, limited liability company, or other similar entity.

— To comment on this article or to suggest an idea for another article, contact Neil Amato at neil.amato@aicpa-cima.com.