Corporate Transparency Act Resources
—Update: December 26, 2024:—
United States Fifth Circuit Court of Appeals Reinstates CTA Injunction
On December 26, 2024, the United States Fifth Circuit Court of Appeals reversed a December 23, 2024 court decision that lifted the injunction on enforcement of the Corporate Transparency Act. The result of this reversal is that reporting companies required by the CTA to submit a Beneficial Ownership Information Report to the U.S. Treasury Department’s Financial Crimes Enforcement Network, or FinCEN, are no longer required to do so. All filing deadlines established shortly after the injunction was lifted, including the January 13, 2025 deadline for filings by reporting companies formed before 2024, are no longer in effect.
This ruling is not a final decision on the constitutionality of the CTA, either by the Fifth Circuit Court of Appeals or, potentially the U.S. Supreme Court. The Fifth Circuit will conduct a full trial on the constitutionality question in 2025. The back and forth actions of the courts with regard to the CTA have made it impossible to predict how this matter will develop in the days and weeks ahead. McLane Middleton will continue to monitor developments with the CTA and provide updates.
At McLane Middleton, we have put a team and resources together to help you navigate the new Corporate Transparency Act (CTA) reporting requirements.
The federal government has estimated that over 32 million companies will be impacted by the CTA, which will become effective on January 1, 2024. The CTA requires that a report be filed with the federal Financial Crimes Enforcement Network (FinCEN) by many corporations, limited liability companies, and certain other legal entities with fewer than 20 employees or less than $5 million in gross revenues. Legal entities subject to the CTA will be required to file a report providing certain details about the entity and individuals who qualify as “beneficial owners” or “applicants.” The law further requires timely updated filings when changes to individual or entity information occur. FinCEN has estimated a widely varying level of effort for the initial 2024 filing.
To assist you, we will be periodically updating this site with resources on the CTA. If you have a question or would like the firm to assist you with CTA requirements that may affect your business, please contact your individual attorney. In addition, you can contact McLane Middleton at CTACompliance@mclane.com or call Attorney Anthony Delyani at (603) 334-6935, who heads the McLane Middleton CTA Compliance Team.
WEBINARS:
January 23, 2024 – Attorneys Patrick Closson and Tony Delyani presented a Corporate Transparency Act webinar. To view the webinar replay click here.
LATEST UPDATES:
December 24, 2024 – On December 23, 2024, the United States Fifth Circuit Court of Appeals lifted a lower court’s injunction that temporarily prohibited the enforcement of the Corporate Transparency Act (“CTA”), the federal law that requires most small businesses and holding companies (“Reporting Companies”) to make a filing with the Financial Crimes Enforcement Network (“FinCEN”), the federal agency administering the CTA. As a result of this most recent order, CTA filings are again required to be made with FinCEN. Information regarding the filing requirement and the limited exemptions from filing available to some entities can be found at the FinCEN website (www.FinCEN.gov). To read the rest of the client notice, click here.
December 3, 2024 – On December 3, 2024, the United Stated District Court for the Eastern District of Texas issued an injunction temporarily prohibiting the federal government from enforcing the Corporate Transparency Act nationwide. Pending a final ruling, companies subject to the CTA, known as “reporting companies,” are not required to comply with the CTA’s reporting requirements or filing deadlines. To read the rest of the client notice, click here.
January 1, 2024 – The U.S. Department of the Treasury’s Financial Crimes Enforcement Network (FinCEN) began accepting beneficial ownership information reports. The bipartisan Corporate Transparency Act, enacted in 2021 to curb illicit finance, requires many companies doing business in the United States to report information about the individuals who ultimately own or control them. To read more, click here.
December 21, 2023 – The U.S. Department of the Treasury’s Financial Crimes Enforcement Network (FinCEN) issued a final rule that establishes the framework for access to and protection of beneficial ownership information (BOI). FinCEN is committed to creating a highly useful database for authorized BOI recipients while protecting this sensitive information from unauthorized disclosure. BOI will provide essential information to the law enforcement, intelligence, and national security professionals working to protect U.S. economic and national security. Financial institutions will also have access under certain circumstances. FinCEN has also issued two interagency statements to give banks and non-bank financial institutions guidance on the interplay between the final rule and FinCEN’s existing Customer Due Diligence Rule. To read more, click here.
November 29, 2023 – The Financial Crimes Enforcement Network (FinCEN) issued a final rule that extends the deadline for certain reporting companies to file their initial beneficial ownership information (BOI) reports with FinCEN. Reporting companies created or registered in 2024 will have 90 calendar days from the date of receiving actual or public notice of their creation or registration becoming effective to file their initial reports. To read more, click here.
RESOURCES:
The documents found in the categories below include important information on the CTA including key questions, fact sheets, and filing dates.
If you would like additional information visit the FinCEN website here.
CONTACT:
If you need further assistance or have a question please reach out to Attorney Anthony Delyani:
