BOI Injunction Lifted
The Corporate Transparency Act (CTA) which took effect on January 1, 2024 required "reporting companies" in the United States to disclose information about their beneficial owners to the Treasury Department's Financial Crimes Enforcement Network (FinCEN). In May 2024, a lawsuit was filed claiming that Congress exceeded its authority under the Constitution in passing the CTA.
Background:
December 3, 2024 in the Texas Top Cop Shop, Inc., et al. v. Merrick Garland, Attorney General of the United States, et al., Judge Amos Mazzant of the United States District Court (Eastern District of Texas/Sherman Division) issued a preliminary nationwide injunction barring the enforcement of the Corporate Transparency Act (CTA).
December 23, 2024 the Nationwide Injunction is lifted and filing deadlines are reinstated. Financial Crimes Enforcement Network of the U.S. Department of Treasury (FinCEN) may again enforce the CTA. FinCEN has not extended any filing deadlines. Therefore, all reporting companies should file immediately any beneficial ownership information reports (BOIRs) that were already due, and reporting companies formed prior to 2024 should file their BOIRs by January 13, 2025 (extended from January 1, 2025).
December 27, 2024 the federal appeals court on Thursday reinstated a nationwide injuction halting enforcement of beneficial ownership information (BOI) reporting requirements, reversing an order the same court issued earlier this week. FinCEN issued an updated alert on its BOI information page, saying that companies can voluntarily submit BOI reports.
February 7, 2025 FinCEN will consider changes to the BOI reporting requirements if a court grants the government's request for a stay of a nationwide injunction in a Texas case, according to a motion filed Wednesday, February 5th. If the stay is granted, FinCEN will extend BOI filing deadlines for 30 days, the government said in its filing in Samantha Smith and Robert Means v. U.S. Department of the Treasury, No. 6:24-CV-336 (E.D. Texas 1/7/25). BOI reporting is currently voluntary, pending further legal developments. Businesses and stakeholders should stay alert for additional updates as the situation evolves.
Current Status:
February 18, 2025 A federal court lifted the last remaining nationwide injunction stopping BOI reporting requirements. FinCEN which enforces BOI requirements under the CTA said it would extend filing deadline for initial, updated, and/or corrected BOI reports to March 21. However, reporting companies that were previously given a deadline later than March 21 may file their initial BOI report by that later deadline.
Resources for consideration:
This material is generic in nature. Before relying on the material in any important matter, users should note date of publication and carefully evaluate its accuracy, currency, completeness, and relevance for their purposes, and should obtain any appropriate professional advice relevant to their particular circumstances.
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