We have been closely monitoring developments with the Corporate Transparency Act (“CTA”). We had previously advised that on December 3, 2024, a federal court in the Eastern District of Texas issued a preliminary injunction, enforceable nationwide, that enjoined all aspects of the CTA, including the reporting requirements and the compliance deadline. This decision was appealed, and on December 23, the US Court of Appeals for the Fifth Circuit lifted the injunction.  As such, any company that is subject to the CTA is yet again required to comply with the reporting requirements thereunder, pending further appeals.

Shortly after the Fifth Circuit’s opinion was issued, FinCen announced a change to the filing deadline.  Any reporting companies that were (i) either created prior to January 1, 2024, or (ii) created after September 4, 2024, and had a filing deadline between December 3, 2024, and December 23, 2024, now have a filing deadline of January 13, 2025. Any reporting companies that were created between December 3, 2024, and December 23, 2024, now have an additional twenty-one (21) days to file from their original filing deadline. Failure to file on time can result in civil and criminal penalties.

We will continue to monitor this case and advise of any further developments. If you have any questions about the CTA, our corporate and regulatory enforcement groups are available to provide assistance.

For more information, please reach out to David Polazzi and Brian D. Waller.