Fifth Circuit Lifts CTA Injunction Stay; FinCEN Sets January 13 BOI Deadline
The Fifth Circuit temporarily stayed the nationwide injunction against the Corporate Transparency Act, allowing FinCEN to reinstate BOI reporting with a January 13, 2025 deadline for most companies.
On December 23, 2024, the Fifth Circuit issued an unpublished decision staying the December 3 nationwide preliminary injunction that had halted enforcement of the Corporate Transparency Act in Texas Top Cop Shop. The stay permits FinCEN to enforce the statute while the Fifth Circuit considers the constitutionality appeal on the merits. FinCEN responded the same evening with narrow filing extensions recognizing that companies lost compliance runway during the injunction period. Reporting companies existing or registered before January 1, 2024 now have until January 13, 2025; entities created between September 4 and December 23, 2024 also face a January 13, 2025 deadline, while those created December 3-23 get an additional 21 days. Disaster-relief recipients should follow whichever deadline is later. Counsel should note that the injunction question is far from settled, additional appellate and Supreme Court action remains possible, and the law's fate for the roughly 32 million in-scope entities could shift again. Clients should immediately restart beneficial ownership information preparation, track FinCEN guidance for any further extensions, and watch for Fifth Circuit merits review and parallel litigation in other circuits.