FinCEN has issued an alert acknowledging the nationwide injunction halting the enforcement of the Corporate Transparency Act (the “CTA”). FinCEN stated that they will “comply with the order … for as long as it remains in effect” and that reporting companies “are not currently required to file their beneficial ownership information with FinCEN and will not be subject to liability if they fail to do so while the preliminary injunction remains in effect.” Since the federal court’s decision “stays all deadlines to comply with the CTA’s reporting requirements[,]” reporting companies created pre-and-post-January 1, 2024 previously required to file, will not be subject to liability if they fail to file while the order remains in force.
FinCEN stated that they had filed a notice of appeal to the Texas Top Cop Shop decision on December 5, 2024. The FinCEN Alert also noted that other federal courts, particularly the U.S. District Courts in Virginia and Oregon, held that the CTA is constitutional. While FinCEN has not issued any guidance on an extended timeline for filing given the Texas Top Cop Shop injunction, FinCEN noted that “reporting companies may continue to voluntarily submit beneficial ownership information reports.” We continue to recommend that companies prepare to file their beneficial ownership information reports in order to comply with the CTA and consult with their counsel on whether it is appropriate to file before the existing December 31, 2024 filing deadline for pre-2024 entities, or more immediate deadlines for more recently formed entities.
