Corporate Transparency Act Reinstated and BOI Filing Deadlines Extended

On December 23, 2024, the Fifth Circuit Court of Appeals reinstated the reporting requirements under the Corporate Transparency Act (CTA). This decision reversed a nationwide preliminary injunction issued earlier in the month in Texas Top Cop Shop, Inc. v. Garland, which had temporarily paused the requirement for businesses to submit Beneficial Ownership Information (BOI) to the Financial Crimes Enforcement Network (FinCEN).

Following the Fifth Circuit’s decision, FinCEN issued a new alert confirming the reinstatement of BOI reporting obligations. For businesses affected by the injunction, FinCEN has extended deadlines to allow additional time for compliance.

To learn more about the background of this case and earlier developments, read our article on the nationwide injunction that halted the CTA.

Updated BOI Filing Deadlines

The following deadlines now apply to businesses required to file under the CTA:

• Businesses registered before January 1, 2024: File BOI reports by January 13, 2025 (previously January 1, 2025).

• Companies registered between September 4, 2024, and December 23, 2024: File by January 13, 2025.

• Companies registered between December 3, 2024, and December 23, 2024: File within 21 days of the original deadline.

• Companies registered on or after January 1, 2025: Submit BOI reports within 30 days of effective registration.

• Disaster relief companies: Deadlines may extend beyond January 13, 2025, depending on their circumstances.

For detailed guidance on preparing your BOI report and meeting deadlines, visit our insight on how to stay compliant with the CTA.

Clarifications on Exemptions

FinCEN’s alert also addressed entities exempt from filing under the CTA. Plaintiffs in National Small Business United v. Yellen, including Isaac Winkles, entities owned by Winkles, and members of the National Small Business Association (NSBA) as of March 1, 2024, are not currently required to file BOI reports.

For businesses unsure of their obligations, consulting with a corporate attorney in Puerto Rico, Virginia, or Washington, DC can clarify exemptions and deadlines. Learn more about CTA-related updates in our article on FinCEN’s new alert regarding voluntary filings.

What This Means for Businesses in Puerto Rico, Virginia, and Washington, DC

With enforcement resumed, businesses must act promptly to comply with BOI reporting requirements. The CTA’s purpose is to enhance transparency and combat financial crimes, including money laundering and terrorism financing. However, non-compliance carries steep penalties, including fines up to $10,000 and potential criminal liability.

For businesses operating in Puerto Rico, understanding local compliance rules is equally important. If you’re registering a new business on the island, check out our step-by-step guide on how to register a business in Puerto Rico.

FAQ: Corporate Transparency Act Compliance

1. Who is required to file BOI reports under the CTA? Most corporations, LLCs, and similar entities registered in the United States are required to file BOI reports. Exemptions include publicly traded companies and certain tax-exempt organizations.

2. What information must be included in a BOI report? BOI reports must include the full name, birth date, address, and identification number (from a government-issued ID) of each beneficial owner and company applicant.

3. What are the penalties for non-compliance? Failure to comply can result in fines of up to $10,000 and possible criminal liability, including imprisonment.

4. Are there any exemptions to filing requirements? Yes. Certain entities, including plaintiffs in National Small Business United v. Yellen, businesses owned by Isaac Winkles, and NSBA members as of March 1, 2024, are exempt. Disaster relief companies may also have extended deadlines.

5. How do I file a BOI report? Reports must be submitted electronically through FinCEN. For step-by-step guidance on preparing your report, see our article on how to stay compliant with the CTA.

6. Can MZLS help with compliance? Absolutely. At MZLS LLC, we specialize in helping businesses in Puerto Rico, Virginia, and Washington, DC, navigate CTA requirements. Whether you need assistance preparing your report or determining if you’re exempt, our corporate attorneys are here to help.

How MZLS LLC Can Support Your Business

Whether you’re managing a business in Puerto Rico, Virginia, or Washington, DC, MZLS LLC offers tailored legal services to ensure compliance with BOI filing requirements. Our corporate attorneys in Puerto Rico and the U.S. have extensive experience guiding businesses through federal regulations like the CTA.

For personalized assistance, contact us today or explore our resources on BOI compliance and business registration.