Beneficial Ownership Reporting Requirements Delayed for Some Entities

The Jan. 1, 2025 reporting deadline for certain corporations, limited liability companies and similar entities to file beneficial ownership information under the Corporate Transparency Act (CTA) has been delayed.

A nationwide preliminary injunction entered by the U.S. District Court for the Eastern District of Texas has declared the CTA and its implementing regulations may not be enforced by the U.S. Treasury’s Financial Crimes Enforcement Act (FinCEN).

The court ruled that reporting companies formed or registered before Jan. 1, 2024 do not need to comply with CTA’s Jan. 1, 2025 beneficial ownership information reporting deadline pending further order of the court.

A preliminary injunction is not a final decision. It provides temporary relief from compliance of the regulation until the court can decide on the merits of the case.

As a result, companies facing the Jan. 1, 2025 deadline to register entities created before Jan. 1, 2024 do not need to file with FinCEN at this point.

Although NAHB does not provide legal advice, we believe entities incorporated between Jan. 1, 2024, and Dec. 31, 2024, with CTA reporting obligations should continue to meet their beneficial ownership information filing obligations with FinCEN within 90 calendar days of the date the entity was formed.

Reporting companies that feel they have no obligation to report should closely monitor case developments in the Texas case in addition to parallel cases pending in the 9th, 4th, and 11th circuits.