LEGAL CLIENT ALERT: 5th Circuit Reinstates Beneficial Ownership Information Filing Requirement
New deadline is January 13, 2025
It would be truly wonderful if the business and legal world could pause during the Holiday season. Unfortunately, it does not.
You may have previously received a contact from me about the required FinCEN Beneficial Ownership Information (“BOI”) filing for many small businesses and limited liability companies. In very broad strokes, almost all small businesses (i.e. annual revenue less than $5,000,000 USD), are required by the US Government to submit a filing to the Financial Crimes Enforcement Network (“FinCEN”), an office of the US Treasury Department which discloses the identity of all shareholders. This information will not be publicly available in the way that SEC filings on the EDGAR system are.
The National Federation of Independent Businesses filed a lawsuit in federal court in Texas challenging the constitutionality of the Corporate Transparency Act, which is the federal law that creates the requirement. That case is Texas Top Cop Shop, Inc., et al. v. Merrick Garland, (US Dist. Ct. E.D. Texas, Docket No. 4:24-CV-478). The District Court, prior to ruling on the merits of the case, granted the NFIB’s request for an injunction against the US Government’s enforcement of the requirement.
The US Government immediately appealed the decision to the U.S. Court of Appeals for the Fifth Circuit, which on December 23rd granted the US Government’s request for a temporary stay of the injunction pending appeal.
What does that mean for businesses?
The FinCEN BOI filing requirement should be considered valid and if you have a corporation, or an LLC, contact me to discuss if you are required to submit this filing. FinCEN has extended this requirement to January 13, 2025, so there is time.
J. Bryan Tuk is an attorney with twenty five years experience counseling small business, entrepreneurs, and creators at Tuk Business & Entertainment Law.