In an 8–1 decision, on January 23, 2025, the United States Supreme Court (USSC) lifted the injunction that had blocked enforcement of the Corporate Transparency Act (CTA) since early December1. However, following the USSC ruling, the U.S. Treasury Department's Financial Crimes Enforcement Network (FinCEN) acknowledged that a separate but similar nationwide order issued on January 7, 2025, by a different federal district court in Texas2remains in effect.
Accordingly, the beneficial ownership information (BOI) reporting requirement of FinCEN remains enjoined, and reporting companies are not required to file BOI reports at this time. As part of its announcement, FinCEN confirmed that reporting companies may continue to voluntarily submit, but are not subject to liability if they fail to do so while the order remains in force.
You're in good company if your head is spinning from all the "on again, off again" relating to the CTA. Unfortunately, it is not yet clear what will ultimately come of the CTA as there remain several cases before other district courts that have yet to rule on the CTA, and it is also unclear whether the Republican-controlled Congress will take up action to repeal or delay the enforcement of the CTA.
Here's a summary of where enforcement of the CTA stands as of today:
|
Date |
Action |
Status |
of CTA |
|---|---|---|---|
|
January 24, 2025 |
FinCEN acknowledges separate nationwide order remains in effect, enjoining enforcement |
 |
Voluntary submissions only |
|
January 23, 2025 |
USSC overturns injunction issued on December 3 |
 |
Still on hold (USSC decision did not impact January 7 district court order) |
|
January 7, 2025 |
Separate district court in Texas stays enforcement |
|
On hold, pending review |
|
December 27, 2024 |
FinCEN acknowledges order enjoining enforcement |
|
Voluntary submissions only |
|
December 26, 2024 |
U.S. federal appeals court vacates earlier decision |
|
On hold, pending appeal |
|
December 23, 2024 |
FinCEN extends BOI filing deadline |
 |
Filing deadline extended to January 13, 2025 |
|
December 23, 2024 |
U.S. federal appeals court reinstates enforceability |
|
In force, filing deadline January 1, 2025 |
|
December 17, 2024 |
District court denies government request for a stay of the injunction |
|
On hold, pending appeal |
|
December 7, 2024 |
FinCEN acknowledges order enjoining enforcement |
|
Voluntary submissions only |
|
December 3, 2024 |
District court in Texas enjoins enforcement |
|
On hold, pending appeal |
|
January 1, 2021 |
Congress enacts CTA |
|
Enacted |
In light of the actions described above, we recommend that companies continue preparations to comply with the CTA, pending the outcome of the ongoing appeals.
As described in our prior newsletters, including the newsletter circulated on December 24, 2024, Congress passed the CTA as part of an anti-money laundering package in the 2021 National Defense Authorization Act (NDAA), with the aim of curbing illicit financial activities, including tax evasion, money laundering, drug trafficking and terrorist financing. Under the CTA, many corporations, limited liability companies, limited partnerships and similar legal entities are required to report BOI to FinCEN.
For additional information relating to the CTA, visit FinCEN's BOI web page.
Footnotes
1 In the case of Texas Top Cop Shop, Inc. v. Garland, et al., No. 4:24-cv-00478.
2 In the case of Smith vs. U.S. Department of the Treasury, No. 6:24-cv-336-JDK.
The content of this article is intended to provide a general guide to the subject matter. Specialist advice should be sought about your specific circumstances.
