BENEFICIAL OWNERSHIP INTEREST REGISTRATION UPDATE – IT’S BACK ON!
In yet another twist in what has been a rollercoaster ride of politics and courts colliding, on December 23, the U.S. Fifth Circuit Court of Appeals in Texas Top Cop Shop, Inc. v. Garland, 5th Cir. Appeal No. 24-40792 reversed the Texas U.S. District Court ruling which was issued on December 3 and reported here, and dissolved the preliminary injunction which stopped the federal government from enforcing the beneficial ownership information (BOI) registration requirements for business across the U.S. As a result of the Fifth Circuit decision, businesses are now required to ensure they submit their BOI filings with FinCEN no later than January 13, 2025.
According to the United States Department of Treasury press release:
“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.
- As indicated in the alert titled “Notice Regarding National Small Business United v. Yellen, No. 5:22-cv-01448 (N.D. Ala.)”, Plaintiffs in National Small Business United v. Yellen, No. 5:22-cv-01448 (N.D. Ala.)—namely, Isaac Winkles, reporting companies for which Isaac Winkles is the beneficial owner or applicant, the National Small Business Association, and members of the National Small Business Association (as of March 1, 2024)—are not currently required to report their beneficial ownership information to FinCEN at this time.
Businesses are encouraged to speak with their tax advisors or business counsel immediately to ensure compliance with the BOI registration requirements prior to the deadline, as penalties can total $591/day for late registration.
