On January 23, 2025, the U.S. Supreme Court stayed the preliminary injunction issued by the U.S. District Court for the Eastern District of Texas in Texas Top Cop Shop, Inc., which halted reporting under the Corporate Transparency Act (CTA). However, a separate nationwide injunction issued in another CTA case[1] remains in effect. Thus, the CTA’s reporting requirements are still not in effect, though voluntary reporting remains. Please visit this link to access Parts 1-7 in this series.
Despite the Supreme Court’s stay of the injunction, FinCEN issued guidance stating that reporting companies are not liable if they do not file their Beneficial Ownership Information Report (BOIR) while the Smith order remains in force. However, reporting companies may continue to voluntarily submit BOIRs.
Although the Supreme Court weighed in on one CTA case, uncertainty remains regarding future reporting requirements, given that multiple cases are working their way through the courts. Due to this uncertainty, PilieroMazza strongly recommends reporting companies either (i) compile and prepare all beneficial ownership information necessary for reporting or (ii) voluntarily file a BOIR.
If reporting deadlines are reinstated on short notice, prior preparation of BOIR information will provide reporting companies with the ability to file their initial BOIR quickly, and voluntary filing will allow reporting companies to avoid constantly tracking new updates regarding the CTA. Further, if a reporting company has already filed an initial BOIR, the entity can continue to voluntarily file updated BOIRs to the extent that there are changes to the company’s beneficial ownership.
As a brief refresher, reporting companies formed prior to January 1, 2024, originally had until January 1, 2025, to file, and reporting companies formed in 2024 had ninety (90) days to file. However, reporting companies formed in 2025 have only thirty (30) days to file from the effective date of creation or registration. While the reporting requirements are still not in effect, there could be limited time to timely file if and when reporting is required again.
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[1] Smith v. U.S. Department of the Treasury
