Client Alert: Immediate Action Required for CTA Compliance

Updated December 24, 2024

Deadline: January 13, 2025

On December 23, 2024, the Fifth Circuit reinstated the Corporate Transparency Act (CTA) reporting requirements mandating businesses to disclose beneficial ownership information (BOI) to FinCEN.  FinCEN has updated the BOI filing deadlines to accommodate reporting companies affected by the recent legal actions. All non-exempt entities must comply by January 13, 2025, or face penalties.

What You Need to Know:

• Who Must Report: Most small and medium-sized companies, unless exempt (e.g., publicly traded or regulated entities).
• What to Report:
  • Reporting company’s full legal name, any trade name or “doing business as” (DBA) name, business address, state, tribal or foreign jurisdiction of formation or registration, and taxpayer identification number.
  • Beneficial Owners’ names, dates of birth, residential addresses, and identification documentation (passport, driver’s license, or other state or tribal identification).

Key Reporting Deadlines

• Companies created or registered before January 1, 2024: Must file BOI reports by January 13, 2025 (previously January 1, 2025).
• Companies created or registered on or after September 4, 2024: Filing deadlines between December 3, 2024, and December 23, 2024, are extended to January 13, 2025.
• Companies created or registered on or after January 1, 2025: Newly created entities must file BOI reports within 30 days of registration effectiveness.

Act Now:

1. Determine Eligibility: Confirm if your business is a “reporting company.”
2. Prepare Required Information: Collect and submit the necessary details.

This is a pressing legal obligation following the Fifth Circuit’s decision in Texas Top Cop Shop, Inc. v. Garland. Entities involved in the National Small Business United v. Yellen case, including specific plaintiffs and members of the National Small Business Association, are not currently required to report their BOI to FinCEN.

For assistance, contact us immediately to ensure compliance.

Authored By:
Timothy Berg
Paul Cliff
Stephen Good
David McCarville
Zaki Robbins
Chris Walther
Doug Youmans
Jeff Zucker