Urgent - Corporate Transparency Act Injunction Lifted

Reporting Deadline Extended 12 Days

Reinstatement of the BOI Reporting Requirements:
On December 23, 2024, the Fifth Circuit Court of Appeals lifted the December 3, 2024, nationwide injunction against the Corporate Transparency Act (CTA) and the Beneficial Ownership Information (BOI) reporting. With the injunction lifted, reporting is now mandatory, and businesses must comply with the reporting requirements

Deadline Extended 12 Days:
Following the Fifth Circuit Court’s decision, the Financial Crimes Enforcement Network (FinCEN) announced that reporting companies created or formed prior to January 1, 2024, would have until January 13, 2025, to file their initial BOI reports. Before the injunction, these companies were required to report by January 1, 2025.

FinCEN also extended the deadline for newly formed companies that either had reporting deadlines or were created during the time the injunction was in place. To see these new deadlines and the entire alert please visit FinCEN’s website here.

Ensuring Compliance with the CTA

1. Determine Applicability: Identify if your entity is a reporting company. Most corporations, LLCs, limited liability partnerships, limited partnerships and other similar entities created or registered by the filing of a document with a secretary of state or similar office must report unless the entity can meet one of the 23 exemptions listed in FinCEN’s Small Entity Compliance Guide, which can be found here.
2. Gather Reporting Company Information: Required information for the reporting company includes legal name, alternate names (e.g. trade name, DBA), tax identification number, current U.S. address, country of formation and state or tribal jurisdiction of formation or first registration if a foreign reporting company.
3. Gather Beneficial Ownership Information: Collect information on individuals who own directly or indirectly at least 25% of the company or exercise substantial control over it. Required information for each beneficial owner includes name, date of birth, address, and a digital copy of an identification document (e.g., driver’s license or passport).
4. Prepare and File Reports: For reporting companies formed before January 1, 2024, the initial BOI report is due by January 13, 2025. For reporting companies formed during 2024, the initial BOI report is due 90 days after the date of formation. Refer to the extended deadline note above for possible extensions for some reporting companies, based on the formation date. For companies formed after January 1, 2025, the initial BOI report is due 30 days after formation. File your BOI Report using FinCEN’s online filing system.
5. Maintain Records: Keep good records to ensure that any changes in the reporting company or beneficial ownership information are reported to FinCEN within 30 days of the change.
6. Seek Legal Counsel: Consider seeking legal counsel, especially for entities with complex entity or ownership structures.
7. Stay Informed: Visit our website or FinCEN’s to stay up to date on the latest changes or updates to the CTA regulations and reporting requirements.

Willful non-compliance with the CTA can result in significant penalties, including daily fines of up to $591, criminal fines of up to $10,000, and imprisonment for up to two years. It is crucial to ensure timely and accurate reporting to avoid these severe penalties.

If you have questions or would like our assistance with your company’s compliance with the CTA, please contact Boyer & Ritter at BeneficialOwnerIR@cpabr.com.