As we previously reported, a nationwide preliminary injunction against enforcement of the Corporate Transparency Act (CTA) was issued on December 3, 2024. Since our last update, there have been significant developments:
- Fifth Circuit Stay and Revival of CTA Enforcement: On December 23, 2024, a three-judge panel of the United States Court of Appeals for the Fifth Circuit stayed the lower court’s preliminary injunction, temporarily reviving the immediate enforceability of the CTA.
- Extension of Filing Deadline: Following the Fifth Circuit’s stay, FinCEN announced an extension of the filing deadline for Beneficial Ownership Information Reports (BOIRs) to January 13, 2025, applicable to entities formed before January 1, 2024.
- Injunction Reinstated: On December 26, 2024, the Fifth Circuit vacated the three-judge panel’s decision to stay the preliminary injunction. As a result, enforcement of the CTA is once again enjoined, and reporting companies are not currently required to file BOIRs with FinCEN.
Litigation challenging the CTA continues, and further developments are likely as the legal landscape evolves. At this time, we reaffirm our prior guidance:
- Reporting companies are not currently required to file BOIRs while the injunction remains in effect and will not face penalties for failing to do so.
- FinCEN continues to accept voluntary submissions for entities that wish to proactively comply with potential future obligations.
Businesses that have already begun preparing beneficial ownership information may wish to complete the process to ensure readiness if the injunction is lifted. We will continue to provide updates on this matter.