NEWS

FinCEN – Everything you want and don’t want to know, but need to know:

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UPDATE December 23, 2024

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BOI reporting injunction LIFTED; FinCEN issues SMALL extension/delay

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On Dec. 3, 2024, a federal district court found the Corporate Transparency Act (CTA) likely unconstitutional and prohibited its enforcement, including the BOI reporting rule. The Financial Crimes Enforcement Network (FinCEN) was barred from enforcing BOI filing requirements during the case.

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The Department of Justice (DOJ) appealed this decision on Dec. 5, 2024. On Dec. 13, 2024, the Attorney General filed an emergency motion to stay the injunction. On Dec. 23, 2024, the Fifth Circuit Court lifted the injunction, allowing FinCEN to enforce BOI reporting.

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FinCEN then extended BOI reporting deadlines as follows:

Companies created before Jan. 1, 2024, have until Jan. 13, 2025, to file.
Companies created between Sept. 4, 2024, and Dec. 23, 2024, have until Jan. 13, 2025, to file.
Companies created between Dec. 3, 2024, and Dec. 23, 2024, have an additional 21 days from their original deadline.
Companies created on or after Jan. 1, 2025, have 30 days to file after receiving notice.

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Note that companies qualifying for disaster relief may have extended deadlines or a delay.

 

The Corporate Transparency Act went into effect on January 1, 2024. It requires all corporations, single member LLCs, multi member LLCs, and other entities to report their ownership status to FinCEN, the Treasury Department’s Financial Crimes Enforcement Network.

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Injunction -  On Tuesday, December 3, 2024, a federal district court, finding that the Corporate Transparency Act (CTA) is likely unconstitutional, issued an order Tuesday prohibiting the enforcement of the CTA and the beneficial ownership information (BOI) reporting rule in the CTA’s accompanying regulations.

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The injunction, which according to the court should apply nationally, was issued in Texas Top Cop Shop, Inc. vs. Garland, No. 4:24-CV-478 (E.D. Texas 12/3/24).

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Under the injunction, the CTA and the BOI reporting rule cannot be enforced, and reporting companies need not comply with the CTA’s Jan. 1, 2025, the Financial Crimes Enforcement Network (FinCEN) BOI reporting deadline pending a further order of the court.

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Therefore, companies that have not yet completed the reporting process can choose to wait and see if the injunction is lifted or upheld before completing the report. We will continue to monitor the situation and alert our clients to any change in circumstances.

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What this means for you – Due to ongoing litigation, a judge has issued an injunction to stay all deadlines related to the Corporate Transparency Act, including FinCEN BOI reporting. As of December 3rd, 2024, there is no requirement to file a report with FinCEN, although this may change with future rulings and legislation. Companies may choose to file a report voluntarily. 

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We will continue to monitor the situation as it unfolds and inform clients of any changes in reporting requirements. For more information about this legislation, please visit https://fincen.gov/boi.