On December 3, 2024, the Federal District Court in Texas issued an injunction making it clear that limited liability companies and corporations were not required to register with the U.S. Treasury Department’s FinCEN. Entities were permitted to continue registering with FinCEN but the injunction raised questions as to the constitutionality of the new federal law and determined that pending further review, the obligation to register could not be mandated. The Department of Justice immediately asked the Court to stay the injunction which the District Court declined to do. The Justice Department filed an appeal with the Fifth Circuit Court of Appeals and on Monday December 23, 2024, the injunction was lifted. This means that entities are required to register with FinCEN under the law.

REVISED DEADLINES:

FinCEN recognized that the injunction which had been in effect for three weeks impacted many individuals and has decided to extend the deadline by which such entities have to register with FinCEN. Previously, all entities formed before January 1, 2024 had to register with FinCEN by January 1, 2025, entities formed in 2024 had to register with FinCEN within ninety (90) days and any entity formed after January 1, 2025 has to register with FinCEN within thirty (30) days. The new deadlines are as follows:

• Any entity formed before January 1, 2024 now has until JANUARY 13, 2025 to register with FinCEN;
• Any entity formed on or after September 3, 2024 has until JANUARY 13, 2025 to register with FinCEN;
• Any entity that was formed on or after December 3, 2024 and on or before December 23, 2024, has an additional 21 days from the original deadline (the original deadline being 90 days after formation) to file with FinCEN (this means that these entities have to register with FinCEN within 111 days of formation);
• Any entity formed on or after January 1, 2025 must register with FinCEN within thirty (30) days of formation.

THE FUTURE

This is unlikely to be the last chapter of the Corporate Transparency Act. There are numerous lawsuits across the country, it appears that this statute will be continue to be reviewed by various federal district courts as well as multiple appellate courts who may have different takes on the statute such that this may end up before the Supreme Court to determine if this law is constitutional and can be enforced. 2025 will be an interesting year for the Corporate Transparency Act.

If you have any questions or want our assistance with registering your limited liability company or corporation with FinCEN, please contact Attorney Allison R. Lane at 781-239-8900 x203 or at alane@oarlawyers.com.