Important Legal Update: Corporate Transparency Act - Reporting Deadline Back in Effect with Slight Extension

Federal reporting deadlines under the Corporate Transparency Act (“CTA”) are back in effect after a federal appeals court reinstated beneficial ownership information (“BOI”) reporting requirements. On December 23, 2024, the U.S. Court of Appeals for the Fifth Circuit granted a stay of the district court’s preliminary nationwide injunction and reinstated reporting requirements. In response, the Financial Crimes Enforcement Network (“FinCEN”) extended filing deadlines for initial BOI reports as follows:

• Reporting companies that were created or registered prior to January 1, 2024 have until January 13, 2025 to file.
• Reporting companies created or registered on or after September 4, 2024 that had a filing deadline between December 3, 2024 and December 23, 2024 have until January 13, 2025 to file.
• Reporting companies created or registered 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.

Entities should take appropriate measures to ascertain their reporting requirements and file by the applicable deadline. FinCEN has published several helpful resources for navigating compliance at https://www.fincen.gov/boi/small-business-resources.

We also encourage you to sign up to our blog posts and email notifications to stay updated regarding potential further CTA proceedings. If you have concerns about your entity’s compliance or any other questions about filing a BOI report, you should reach out to your relationship attorney, or contact one of our attorneys below.

J. Thomas O'Brien, Jr. heads the firm's mergers and acquisitions (M&A) team and serves as outside general counsel to many of the firm's clients. Tom frequently counsels business owners in entity formation and exit strategy planning.
Email: tobrien@spottsfain.com
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Edward B. Lumpkin works with a broad range of for-profit and non-profit organizations, from start-up ventures to public companies, on a wide variety of matters, with an emphasis on mergers and acquisitions, joint ventures, franchising and licensing arrangements and general corporate, regulatory and securities matters.

Sam Cerchio works is an Associate in the firm's Business and Litigation sections, and focuses her practice on general corporate matters. Prior to joining the firm as an attorney, Sam spent two years working as a law clerk with Spotts Fain. She also served as a Judicial Intern for the Honorable Judge Henry. E. Hudson at the U.S. District Court for the Eastern District of Virginia.
Email: scerchio@spottsfain.com