In this final week of 2024, the January 1, 2025 deadline for filing beneficial ownership reports (BOIRs) under the Corporate Transparency Act (CTA) was reinstated, and then put on hold again. The most recent action of the U.S. Court of Appeals for the Fifth Circuit ordered that FinCEN cannot enforce the CTA at this time. As a result, per FinCEN’s prior guidance when the injunction was granted, companies are not required to file their BOIRs until the Texas injunction is lifted. Texas Top Cop Shop, Inc. v. Garland, No. 4:24-cv-478 (E.D. Tex.).
FinCEN previously advised that reporting companies may continue to voluntarily submit reports if they choose, but will not be subject to liability if they fail to do so at this time. Further, we can expect that new deadlines will be forthcoming if the Texas case is decided in favor of FinCEN and BOIRs are once again mandated.
The Court of Appeals scheduled oral argument on the matter for March 25, 2025. It appears from the Court’s order that the injunction will be in place until the Court decides the merits of the case, which will be on or after the March 25, 2025 oral argument.
We will follow up with additional guidance if this injunction is lifted and/or if there are any further developments regarding this issue. If you have questions arising out of the CTA and/or of the preliminary injunction, please feel free to contact Randolph G McCalla or Audrey Baker.
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