As had been widely reported, on December 3, 2024, a court in the Eastern District of Texas issued a nationwide injunction against the Corporate Transparency Act (the “CTA”). On December 6, 2024, the Department of Justice appealed the ruling and sought a stay against the injunction. On December 23, 2024, the Fifth Circuit Court of Appeals granted the stay. As a result, the CTA is again fully in effect and filings are due prior to January 13, 2025 for entities formed before January 1, 2024. FinCEN has extended the original deadline from January 1 to January 13 due to the confusion created by the injunction. While the litigation is continuing and the CTA may ultimately be overturned, filers must comply with the CTA and failure to comply may result in substantial criminal and/or civil penalties.
For existing companies, FinCEN had already issued a 6-month extension of the compliance deadline for companies with a principal place of business in Florida with a compliance deadline ending on or before January 2, 2025. FinCEN also has stated it will “work with any reporting company … that must consult records located in” Florida. This means that all companies formed prior to 2024 with a principal place of business in Florida now have until July 1, 2025 to complete their initial BOI reports. Note, though, that for companies with a compliance deadline after January 2, 2025, there is no announced extension, and non-exempt entities formed after January 1, 2025 must complete their initial BOI reports within 30 days following receipt of evidence of formation. Unless and until a final, non-appealable order is entered or the government announces it will accept a judicial determination, we recommend continued filing by the applicable deadline to avoid the potential civil or criminal penalties for non-compliance.
As a reminder, except for new entities that Gunster forms or has formed after January 1, 2024, Gunster is not preparing CTA filings but we would be happy to recommend third party providers to assist with the filings. Our team remains available to discuss whether an entity is exempt. Please contact your regular Gunster attorney(s) if you have any questions regarding the CTA.
We continue to monitor developments in this area.
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This publication is for general information only. It is not legal advice, and legal counsel should be contacted before any action is taken that might be influenced by this publication.
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Gunster, Florida’s law firm for business, provides full-service legal counsel to leading organizations and individuals from its 12 offices statewide. Established in 1925, the firm has expanded, diversified and evolved, but always with a singular focus: Florida and its clients’ stake in it. A magnet for business-savvy attorneys who embrace collaboration for the greatest advantage of clients, Gunster’s growth has not been at the expense of personalized service but because of it. The firm serves clients from its offices in Boca Raton, Fort Lauderdale, Jacksonville, Miami, Naples, Orlando, Palm Beach, Stuart, Tallahassee, Tampa Bayshore, Tampa Downtown, Vero Beach, and its headquarters in West Palm Beach. With more than 300 attorneys and consultants, and over 290 committed support staff, Gunster is ranked among the National Law Journal’s list of the 500 largest law firms and has been recognized as one of the Top 100 Diverse Law Firms by Law360. More information about its practice areas, offices and insider’s view newsletters is available at www.gunster.com
