UPDATE: Beneficial Ownership Reporting Requirements Reinstated; New Deadline Jan. 13

The U.S. Court of Appeals for the Fifth Circuit yesterday stayed a previous order temporarily halting implementation of the Corporate Transparency Act (CTA) and its beneficial ownership reporting obligations for certain corporations and limited liability companies. As a result, reporting companies now must comply with the new requirements.

FinCEN, the enforcement agency for the rules, issued an alert extending the deadline to Jan. 13 from Jan. 1 in light of yesterday's decision.

As reported in a recent NAHBNow blog post, on Dec. 3, the U.S. District Court for the Eastern District of Texas issued a nationwide preliminary injunction temporary halting implementation of the CTA and its beneficial ownership reporting obligations. The district court's decision effectively relieved reporting companies of their obligation to comply with the CTA's Jan. 1, 2025, reporting deadline.

In a down-to-the-wire effort to preserve the Jan. 1 deadline, the Department of Justice (DOJ), on behalf of the Treasury Department and other federal defendants, immediately filed a notice of appeal with the Fifth Circuit. A few days later, DOJ followed up with an emergency motion seeking a stay of the district court's injunction pending appeal.

The fifth circuit yesterday determined that the "government has demonstrated that a stay is warranted" and temporarily blocked enforcement of the lower district court's order and injunction pending appeal. The decision cited Congress's broad Commerce Clause authority to regulate entities engaged in commercial activities, the infliction of irreparable harm to the government, and a balance of equities favoring the public's urgent interest in combating financial crimes and national security versus the minimal reporting burden placed on reporting companies.

Although the Fifth Circuit order did not delay any reporting deadlines, FinCEN has since released an alert on the matter with reporting deadline extensions, including the new Jan. 13 date.