On Monday, December 23, 2024, the Fifth Circuit Court of Appeals issued an order granting the Government’s Motion to Stay the preliminary injunction entered this month by the Eastern District of Texas, Sherman Division. The preliminary injunction initially prohibited the Government from enforcing the Corporate Transparency Act (“CTA”) or its filing requirements while the case before the Eastern District of Texas, Sherman Division was pending. Now, that preliminary injunction has been negated and the filing requirements are once again in effect. Since the Motion to Stay was granted, the Financial Crimes Enforcement Network (“FinCEN”) has provided additional guidance concerning the filing requirements which includes a new deadline for reporting companies existing before January 1, 2024, to file their initial Beneficial Ownership Information Report (“BOIR”). The new national deadline to file BOIR is January 13, 2025.
However, there remains an additional extension for several Florida entities, including community associations. In response to the devastation caused by Hurricane Milton, in an October 29, 2024, press release, FinCEN advised that it was providing extensions to certain entities to comply with the CTA. However, in order to qualify for this extension, three prongs must be met: (1) the deadline for the reporting company to file an initial or updated BOIR must fall on or between October 4, 2024, and January 2, 2025; (2) the reporting company must have its principal place of business in an area designated by the Federal Emergency Management Agency (“FEMA”) as qualifying for individual or public assistance; and (3) the reporting company must have its principal place of business in an area designated by the Internal Revenue Service (“IRS”) as eligible for tax filing relief as a result of Hurricane Milton. Should an existing reporting company qualify for an extension as a result of Hurricane Milton, they will now have until July 1, 2025 to file their Initial BOIR.
So, who qualifies for this extension through July 1, 2025? Below you will find a map of the areas qualifying for individual or public assistance from FEMA in relation to Hurricane Milton.
Basically, reporting companies located in counties highlighted in yellow or red qualify. In terms of IRS extensions, in an October 11, 2024 press release, the IRS provided extensions for affected taxpayers in the following counties: Alachua, Baker, Bradford, Brevard, Broward, Charlotte, Citrus, Clay, Collier, Columbia, DeSoto, Dixie, Duval, Flagler, Gilchrist, Glades, Hamilton, Hardee, Hendry, Hernando, Highlands, Hillsborough, Indian River, Lafayette, Lake, Lee, Levy, Madison, Manatee, Marion, Martin, Miami-Dade, Monroe, Nassau, Okeechobee, Orange, Osceola, Palm Beach, Pasco, Pinellas, Polk, Putman, Sarasota, Seminole, St. Johns, St. Lucie, Sumter, Suwannee, Taylor, Union, and Volusia counties. To this point, FinCEN has advised that, in light of the recent Motion to Stay Order, “[r]eporting companies that qualify for disaster relief may have extended deadlines that fall beyond January 13, 2025. These companies should abide by whichever deadline falls later.”
Accordingly, existing reporting companies or entities created before January 1, 2024, in all portions of Florida except the panhandle now have until July 1, 2025, to file their Initial BOIR even in light of the recent decision by the Fifth Circuit Court of Appeals. On a practical level, many may be wondering when to file their Initial BOIR in light of the constantly changing environment surrounding the CTA. While the situation is extremely fluid, our advise to existing entities who qualify for this extension is to still file their Initial BOIR in advance of the July 1, 2025, deadline. If your reporting company is a community association, and you intend to conduct elections prior to July 1, 2025, then we recommend waiting until after your election to file the Initial BOIR.
In order to determine if you or your entity qualifies for disaster relief related to the CTA, we recommend that you consult with a legal professional. Should you have any questions regarding the recent court ruling, hurricane extension or the CTA in general, please contact our office via CTA@eisingerlaw.com.
