On December 3, 2024, a Federal District Court in the Eastern District of Texas issued an Order granting a nationwide preliminary injunction that: (i) enjoins the Corporate Transparency Act (“CTA”), including enforcement of the CTA and its related regulations, and (ii) stays all deadlines to comply with the CTA’s reporting requirements, including the upcoming January 1, 2025 deadline (for reporting companies created before January 1, 2024), the 90 day filing deadline (for reporting companies created in 2024), and the 30 day filing deadline (for reporting companies created on or after January 1, 2025).

While this Order remains in effect, reporting companies are not required to file beneficial ownership information reports (“BOIRs”) with the Financial Crimes Enforcement Network (“FinCEN”) and are not subject to liability if they fail to do so. However, reporting companies may continue to voluntarily submit BOIRs while the Order remains in effect.

On December 5, 2024, the Department of Justice, on behalf of the Department of the Treasury, filed a Notice of Appeal from the Order to the U.S. Court of Appeals for the Fifth Circuit.

As the Court Order is a preliminary injunction, on appeal, reporting companies are urged to closely monitor this matter. We continue to recommend that reporting companies subject to reporting requirements (notwithstanding the Order being in effect) either continue to file BOIRs with FinCEN or be prepared to file BOIRs with FinCEN if the filing deadlines are subsequently re-established. It is uncertain at this time whether any re-established deadlines will be adjusted to allow reporting companies additional time to file.

If you have any questions or would like more information on the issues discussed in this communication, please contact any member of our Corporate Practice Area.