Late-stage update on the CTA: this post covers the brief window in early 2025 when the Fifth Circuit reinstated BOI reporting before Treasury rewrote the rule entirely. For the current state of play, see our March 2025 update.

On December 23, 2024, the U.S. Court of Appeals for the Fifth Circuit issued an order staying the district court’s nationwide preliminary injunction in Texas Top Cop Shop, Inc. v. Garland. The stay reinstated the Beneficial Ownership Information (BOI) reporting requirement under the Corporate Transparency Act, effective immediately.

FinCEN responded with revised filing deadlines that gave businesses additional time to comply, recognizing the disruption caused by the injunction-and-stay sequence.

The new (briefly applicable) deadlines.

  • Companies formed before January 1, 2024: file by January 13, 2025. (The original Dec. 31, 2024 deadline was extended.)
  • Companies formed September 4 — December 23, 2024 (the start of the injunction): file by January 13, 2025.
  • Companies formed December 3 — December 23, 2024: file within 21 days of being notified the injunction was stayed.
  • Companies formed on or after January 1, 2025: file within 30 days of formation.
  • Disaster-area extensions: certain companies in Hurricane Helene/Milton disaster areas had additional time.

Why the Fifth Circuit acted.

In its stay order, the Fifth Circuit found that the federal government had shown a strong likelihood of success on appeal. The panel was skeptical of the district court’s rationale — particularly the breadth of the constitutional theory used to support a nationwide injunction. Other federal district courts had previously rejected similar challenges, and the panel concluded that the balance of equities favored allowing FinCEN to enforce the law while the appeal proceeded on the merits.

The merits appeal remained pending. The stay was a procedural ruling about whether the injunction would be in effect during the appeal — not a final decision on whether the CTA itself was constitutional.

What this meant for clients in early January 2025.

Reporting companies that had held off filing during the injunction needed to act, and quickly. We worked through our small business client list to identify any reporting companies that hadn’t yet filed and got the filings done well ahead of the January 13 deadline. For most clients, the filing itself took an hour or two of gathering identification information; the harder work was running the inventory of entities in a client’s structure.

The atmosphere was one of compliance under pressure. Many small business owners were learning about the CTA for the first time, then learning that it had been enjoined, then learning that it was back on — all within a few weeks. We assured clients that good-faith filings made under the new January deadlines would be accepted.

What happened next.

The Fifth Circuit’s stay was not the end of the story. In late January 2025, a separate Fifth Circuit panel hearing the merits appeal on a different posture issued an order with the practical effect of suspending the BOI requirement again for some companies. And then, on March 2, 2025, the Treasury Department announced its intent to rewrite the rule entirely — dropping the reporting obligation for U.S. domestic companies. Our March 2025 update walks through that rewrite.

For small business owners reading this in retrospect: the CTA went from “mandatory by Dec 31, 2024” to “enjoined” to “reinstated by Jan 13, 2025” to “essentially exempted for domestic companies by March 2025” in roughly four months. It was an unusually turbulent compliance episode. The current state of the rule is, fortunately, much simpler.

Quick FAQ.

Did I have to file by the January 13 deadline? If you were a reporting company under the rule as it stood in early January 2025 — yes. Most clients filed in the first week of January.

What if I missed the January 13 deadline? The subsequent rewrite by Treasury exempted U.S. domestic companies, which significantly reduced the practical exposure for missed filings. Confirm with us if you have any concern about a particular entity.

What if I filed and now I’m exempt? Your filing remains in FinCEN’s system. The March 2025 rewrite didn’t purport to delete prior filings.

Where do things stand now? See our March 2025 update. The short answer is that U.S. domestic companies are largely outside the BOI reporting regime as currently written. Foreign-formed reporting companies still have obligations. Our small business team can confirm where you stand.