Dec. 24, 2024 – On December 23, 2024, a three-judge panel from the U.S. Fifth Circuit Court of Appeals temporarily lifted a nationwide injunction that had been issued earlier in the month by a federal judge in Texas, who had ruled the Corporate Transparency Act (“CTA”) unconstitutional.
As noted in our December 5 Golenbock alert, in the case Texas Top Cop Shop, Inc. et al. v. Garland et al., a Texas federal court had preliminarily blocked the Corporate Transparency Act and its implementing regulations. The order held that companies nationwide did not need to comply with the January 1, 2025, deadline to report their beneficial owners to the Financial Crimes Enforcement Network (“FinCEN”).
Under the CTA, corporations and LLCs were required to report information concerning their beneficial owners to FinCEN, which collects and analyzes information about financial transactions to combat money laundering and other crimes.
With the order lifted, covered corporate entities are once again required to disclose the identities of their real beneficial owners to FinCEN with some extensions to file reports:
| Company Formation or Registration Date | BOI Report Submission Deadline |
| On or before December 31, 2023 | January 13, 2025 |
| In 2024 | Within 90 days of receiving notice of creation or registration. |
| On or after September 4, 2024, with initial deadlines between December 3–23, 2024 | Extended to January 13, 2025 |
| From December 3–23, 2024 | Extended by 21 days from the original deadline. |
| On or after January 1, 2025 | Within 30 days of receiving notice of creation or registration. |
We will continue to monitor FinCEN’s developments regarding the CTA. For more information regarding the CTA, including what companies need to report and how to identify beneficial owners, please refer to our May 10, 2024 Golenbock update.
If you have any questions or need further information, please reach out to your contact at GEAB&P or one of the following individuals on the GEAB&P CTA FinCEN Compliance Committee:
Contacts:
Daniel Axman
daxman@golenbock.com
212.907.7379
Barry A. Cassell
bcassell@golenbock.com
(212) 907-7337
Jacob L. Chase
jchase@golenbock.com
(212) 907-7362
Sarah E. Kaehler
skaehler@golenbock.com
(212) 907-5680
Maureen R. Monaghan
mmonaghan@golenbock.com
(212) 907-7335
May Shim
mshim@golenbock.com
(212) 622-7161
Golenbock Eiseman Assor Bell & Peskoe LLP
Golenbock Eiseman Assor Bell & Peskoe LLP is a Manhattan-based business law firm with a broad-based practice that offers corporate, complex litigation, labor & employment, real estate, reorganization, intellectual property, tax, and trust & estate expertise. The firm provides high value, sophisticated counsel and representation for its domestic and international clients while maintaining a hands-on, personalized approach to all matters.
The firm represents entrepreneurial, portfolio, and institutional clients, ranging from start-ups to Fortune 500 companies, with a specific focus on the mid-market segment. Among our clients are private corporations, public companies, private equity firms, venture capital firms, individual investors, and entrepreneurs.
Golenbock is a member of the Alliott Global Alliance, which was named to Band 1 of global law firm alliances by Chambers Guides, the prestigious international legal survey. Alliott numbers 215 firms in 94 countries on six continents and helps member firms partner with others in countries around the globe.
© GEABP (2024)