Beneficial Ownership Information Nationwide Injunction Lifted and Reporting Deadlines Extended

Overview of the Latest BOI Developments

As previously noted on our blog, on 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 issued an order granting a nationwide preliminary injunction against enforcing the Corporate Transparency Act’s (CTA) Beneficial Ownership Information (BOI) reporting requirements.

On Monday, December 23, 2024, the Fifth Circuit Court of Appeals overturned the injunction. This means that the injunction is no longer in effect, and the Financial Crimes Enforcement Network of the U.S. Department of Treasury (FinCEN) may again enforce the BOI reporting requirements.

FinCEN has issued an Alert acknowledging that, in light of the federal Court of Appeals’ decision, reporting companies, except those specifically named in the Alert, are once again required to file BOI with FinCEN. The Department of the Treasury acknowledged that reporting companies may need additional time to comply, given the period when the preliminary injunction had been in effect, and accordingly have extended the reporting deadline as follows:

• Reporting companies that were created or registered in the United States prior to January 1, 2024, now have until January 13, 2025, to file their initial BOI reports with FinCEN. (These companies would have been previously required to report by January 1, 2025.)
• Reporting companies that were created or registered in the United States on or after September 4, 2024, now have until January 13, 2025, to file their initial BOI reports with FinCEN. (These companies would have been previously required to report between December 3, 2024, and December 23, 2024.)
• 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 BOI 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 BOI with FinCEN after receiving actual or public notice that their creation or registration is effective.
• 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.

Please refer to FinCEN BOI FAQs or to the FinCEN Reference Materials webpage for more detailed information and updated guidance regarding any further deadline changes that may be in effect.

Penalties for BOI Reporting Violations

Please note that penalties for willfully violating the CTA’s BOI reporting requirements include:

1. Civil penalties of up to $591 per day that a violation is not remedied;
2. A criminal fine of up to $10,000; and/or
3. Imprisonment of up to two years.

Next Steps

We strongly encourage any entity deemed a reporting company under the CTA to timely file its BOI reporting by the extended filing deadlines stated above.

Please note that there appears to be no change to the reporting deadlines for updated BOI reports, which are due within 30 calendar days after a change occurs, or for corrected BOI reports, which are due within 30 calendar days after the reporting company becomes aware of, or has reason to know of, an inaccuracy.

If you have any questions regarding the legal implications of these recent court proceedings, or if you need a legal determination as to whether an exemption applies to your entity or whether legal relationships constitute beneficial ownership, we strongly encourage you to consult legal counsel with expertise in this area to assist your organization.

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