
On January 23, 2025, the Supreme Court of the United States issued a stay on the preliminary injunction that temporarily blocked enforcement of the Corporate Transparency Act (“CTA”) and its reporting rule on a nationwide basis. This stay will remain in effect until the U.S. Court of Appeals for the Fifth Circuit renders a decision regarding the CTA’s constitutionality. As of the date of this notice, the stay technically permits FinCEN to resume enforcement of the CTA. However, on January 24, 2025, FinCEN issued additional guidance stating:
“reporting companies are not currently required to file beneficial ownership information with FinCEN and are not subject to liability if they fail to do so while the order [pursuant to a separate nationwide order issued by a different federal judge in Texas under a case called Smith v. U.S. Department of Treasury] remains in force . . . However, reporting companies may continue to voluntarily submit beneficial ownership information reports.”
While reporting companies are still temporarily relieved from CTA compliance for the moment, they should continue to gather necessary beneficial ownership information and prepare to promptly make CTA filings pending a final decision on the constitutionality of the CTA or if FinCEN mandates filings in the interim.
For more information on the CTA, please refer to our earlier publications (New Corporate Transparency Act Update: Fifth Circuit Court Vacates its Stay to the Preliminary Injunction Blocking Enforcement of the CTA, Corporate Transparency Act Update: Fifth Circuit Court Stays Preliminary Injunction Blocking Enforcement of the CTA; FinCEN Issues Updated Guidance, Preliminary Injunction Temporarily Blocks Enforcement of the Corporate Transparency Act, July and September 2024 Update, A Series of the Latest Updates for Reporting Companies, and The Corporate Transparency Act: A New Federal Disclosure Requirement for Certain Entities) or FinCEN’s small business resource webpage for beneficial ownership information (available here). If you would like assistance with and/or have questions regarding CTA compliance or filings, please contact Aaron Kacer or Steve Lawrence.