January 24, 2025 Update: On January 24, FinCEN published updated reporting guidance in which it announced that reporting companies are not currently required to file beneficial ownership information with FinCEN despite the recent Supreme Court ruling in the Texas Top Cop Shop case which stayed the nationwide injunction issued in that case. The basis for FinCEN's guidance was FinCEN's recognition of a different injunction (which FinCEN interpreted as nationwide) that had been issued in a case entitled Smith v. U. S. Department of the Treasury pending in the United States District Court for the Eastern District of Texas, Tyler Division.
On January 23, 2025, the United States Supreme Court granted the Government’s request to stay the nationwide injunction on the enforcement of the Corporate Transparency Act (CTA) issued by the United States District Court for the Eastern District of Texas, Sherman division.
As a result, FinCEN is allowed to immediately begin enforcing the Corporate Transparency Act. Although FinCEN may provide additional guidance that provides Reporting Companies additional time to file their beneficial ownership information, applicable entities should collect and file their BOI reports as soon as possible (and no later than any new filing deadline that may be announced by FinCEN) to avoid any civil or criminal penalties for noncompliance.
This is not the end of the road for the CTA. A three-judge panel at the Fifth Circuit will hear oral arguments on the constitutionality of the CTA on March 25, 2025. However, even if unsuccessful in striking down the injunction at the Fifth Circuit, the Government has been granted, with the Supreme Court’s ruling today, a stay of the injunction pending any writ of certiorari and ultimate ruling by the Supreme Court on the merits.
