FINCEN Beneficial Ownership Report Deadline is January 13th, so submit now

The last time we visited was my article “FINCEN beneficiary information reporting is in trouble as deadline approaches” (December 9, 2024), with new beneficiary information (“ BOI”) report submission deadline of January 1, 2025. At the time, a U.S. District Court had issued a nationwide preliminary injunction prohibiting FINCEN from enforcing the BOI filing requirement. The article warned that the Treasury Department was considering an appeal and there was a good chance the preliminary injunction would be lifted.

And that’s exactly what happened. Texas Fifth Circuit Court of Appeals Top Cop Shop, Inc. v. Garland Fifth Circuit Court of Appeals No. 24-40792 (December 23, 2024) reverses U.S. District Court and vacates preliminary injunction . The bottom line is that the BOI submission deadline is January 13, 2025, including the 12-day extension just granted by FINCEN.

The Fifth Circuit opinion is very short, so you can read it for yourself here. The most interesting part of the Fifth Circuit’s opinion is its argument that the Corporate Transparency Act giving rise to the FINCIN BOI requirement is very likely a constitutional exercise of Congressional power under the Commerce Clause. Because the U.S. Supreme Court has traditionally recognized that Congress has broad authority to regulate anything that affects interstate commerce, the U.S. district court’s position on this point has been highly questionable. This appears to be a very safe exercise of Commerce Clause powers, as the CTA operates to collect intelligence to combat money laundering, terrorist financing, tax evasion, and other crimes.

This same case includes a variety of other issues, including the Treasury Department’s alleged failure to comply with the Administrative Procedure Act and whether the CTA may violate certain constitutional protections under Article 1 in certain cases. Please note that additional appeals may be filed against the CTA for reasons. and the Fourth Amendment. However, those issues are for another time.

According to the statement below, due to confusion regarding the preliminary injunction, FINCEN has extended the deadline to January 13, 2025.

“In light of the December 23, 2024 Federal Court of Appeals decision, reporting companies will again be required to submit beneficial ownership information to FinCEN, except in the following cases. Given how long the Order has been in effect, we recognize that reporting companies may need additional time to comply, so we have extended the reporting deadlines as follows:

Reporting companies established or registered before January 1, 2024 must file an initial beneficial ownership information report with FinCEN by January 13, 2025. (Otherwise, these companies had to report by January 1, 2025.) Founded or registered in the U.S. after September 4, 2024, and between December 3, 2024 and December 2024 Reporting companies with a filing deadline of March 23 have until the next deadline to report. On January 13, 2025, we will file our first beneficial ownership information report with FinCEN. Reporting companies incorporated or registered in the United States on or after December 3, 2024 and before December 23, 2024 have an additional 21 days from their original filing deadline to file their initial beneficial ownership information report with FinCEN. You will be given a grace period of one day. Reporting companies eligible for disaster relief may extend the deadline beyond January 13, 2025. These companies must comply with whichever deadline is later. A reporting company formed or registered in the United States on or after January 1, 2025 must file its first beneficial ownership information report within 30 days after receiving actual or public notice that its formation or registration is effective. documents must be submitted to FinCEN. National Small Business United v. Yellen, as set forth in the alert entitled “National Small Business United v. Yellen Notice, No. 5:22-cv-01448 (N.D. Ala.).” Plaintiffs in the case, No. 5:22-cv -01448 (N.D. Alabama)—i.e., Isaac Winkles, the reporting company of which Isaac Winkles is a beneficiary or applicant, National Small Business. Association, and members of the National Small Business Association (as of March 1, 2024) are not required to report beneficial ownership information to FinCEN at this time.

“Tuesday, December 3, 2024, in the case of Texas Top Cop Shop, Inc., et al., v. Garland et al., No. 4:24-cv-00478 (ED Texas), U.S. District Court for the Eastern District of Texas, Sherman District. issued an order granting a nationwide preliminary injunction. On December 23, 2024, the United States Court of Appeals for the Fifth Circuit affirmed the district court’s preliminary injunction enforcing the Corporate Transparency Act (CTA) in Texas Top Cop Shop, Inc. v. Garland. Granted, the results of the Treasury Department’s ongoing appeal of the district court’s order. is just one of several cases challenging the CTA pending in courts across the country, with several district courts denying requests to block participation in the CTA. The government ruled in favor of the Treasury Department, consistent with the conclusions of the U.S. District Court for the Eastern District of Virginia and the District of Oregon. Therefore, the Department of Justice, on behalf of the Department of the Treasury, filed a notice of appeal on December 5, 2024, pending appeals to district courts and the United States Court of Appeals. The Fifth Circuit separately sought a stay of the injunction.

So if you need to file and haven’t done so yet, it’s time to do it now, in the famous words of Daniel Lawrence Whitney, aka Larry the Cable Guy.