Two weeks ago, a federal court issued an injunction temporarily blocking the Corporate Transparency Act (CTA) requirement to report Beneficial Ownership Information (BOI) to FinCEN. However, on December 23rd, the Fifth Circuit Court of Appeals granted a temporary stay on the injunction, effectively reinstating the BOI filing requirement under the CTA.

According to the Financial Crimes Enforcement Network:

• Reporting companies that were created or registered prior to January 1, 2024 have until January 13, 2025 to file their initial beneficial ownership information reports with FinCEN. (These companies would otherwise have been required to report by January 1, 2025.)
• Reporting companies created or registered in the United States 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 their initial beneficial ownership information reports with FinCEN.
• Reporting companies created or registered in the United States 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 their initial beneficial ownership information reports with FinCEN.
• Reporting companies that qualify for disaster relief may have extended deadlines that fall beyond January 13, 2025. These companies should abide by whichever deadline falls later.
• Reporting companies that are created or registered in the United States on or after January 1, 2025 have 30 days to file their initial beneficial ownership information reports with FinCEN after receiving actual or public notice that their creation or registration is effective.
• As indicated in the alert titled “Notice Regarding National Small Business United v. Yellen, No. 5:22-cv-01448 (N.D. Ala.)”, Plaintiffs in National Small Business United v. Yellen, No. 5:22-cv-01448 (N.D. Ala.)—namely, Isaac Winkles, reporting companies for which Isaac Winkles is the beneficial owner or applicant, the National Small Business Association, and members of the National Small Business Association (as of March 1, 2024)—are not currently required to report their beneficial ownership information to FinCEN at this time.

What is the filing process?

Most entities are required to complete this filing. However, due to its legal nature, KLR isn't able to prepare these reports for clients. While some of the information needed for the BOI filing may overlap with what we request for tax or other compliance purposes, the BOI requirements are beyond the services we're permitted to provide.

The reporting requirements are complex, and we recommend consulting with an attorney or a corporate compliance service company to assist you with this filing requirement. For your convenience, here are some resources:

• FinCEN BOI FAQs: https://www.fincen.gov/boi-faqs
• FinCEN BOI Filing Portal: https://www.fincen.gov/boi