Update: 

On December 26, 2024, the U.S. Court of Appeals for the Fifth Circuit reinstated the nationwide injunction halting further implementation and enforcement of the Corporate Transparency Act (CTA). The current order also prevents FinCEN from enforcing the Beneficial Ownership Information Reporting Rule.

In light of a recent federal court order, reporting companies are not currently required to file beneficial ownership information with FinCEN and are not subject to liability if they fail to do so while the order remains in force. However, reporting companies may continue to voluntarily submit beneficial ownership information reports.

To learn more about the decision, please see here: https://www.ca5.uscourts.gov/opinions/unpub/24/24-40792..pdfpdf

For additional information regarding the state of the law and current litigation, please visit www.fincen.gov/boi.

The U.S. Court of Appeals for the Fifth Circuit recently granted the U.S. government's request to lift the temporary nationwide injunction halting the Corporate Transparency Act, and implementation and enforcement of the Beneficial Ownership Rule. The Fifth Circuit's actions in granting the government's request to stay reinstates the Beneficial Ownership Information Reporting (BOI) Rule and means that reporting companies and beneficial owners must be filed with the Financial Crimes Enforcement Network (FinCEN) by January 13, 2025, the new reporting deadline.

On December 3rd, a Texas federal court issued a preliminary nationwide injunction halting implementation and enforcement of the Corporate Transparency Act (CTA), including enforcement of the Beneficial Ownership Information Reporting Rule. The Court noted in its opinion that the law was likely unconstitutional and issued the injunction. The government promptly appealed the injunction, and the law has been reinstated as of today, December 23, 2024.

Given the recent court decision, FinCEN issued the following impact statement:

In light of a December 23, 2024, federal Court of Appeals decision, reporting companies, except as indicated below, are once again required to file beneficial ownership information with FinCEN. However, because the Department of the Treasury recognizes that reporting companies may need additional time to comply given the period when the preliminary injunction had been in effect, we have extended the reporting deadline as follows:

  • 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.

BOI Compliance Resources

NAR's Advocacy and Legal Teams provided a compliance webinar on reporting requirements, and you can find the webinar recording here.

You will also find additional guidance on reporting at fincen.gov/boi, including a five-minute demo video with step-by-step instructions on how to file the BOI Report.  

NAR will continue to provide you with updates regarding the BOI Rule and any relevant changes.

If you have any additional questions or concerns, please contact nduggins@nar.realtor, or 202-383-1085.

Contacts

Nia Duggins, nduggins@nar.realtor, 202-383-1085

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