Fifth Circuit Stays the Nationwide Injunction Against the Corporate Transparency Act

Earlier this month, a district court in Texas issued a nationwide preliminary injunction against enforcement of the Corporate Transparency Act (“CTA”). On December 23, 2024, the Fifth Circuit Court of Appeals granted the government’s emergency motion for a temporary stay of the district court’s order and injunction pending appeal.[1] Pending further court developments, compliance with the CTA is currently required nationwide.

Initial Beneficial Ownership Information (“BOI”) Report filing deadlines are as follows.

• Reporting companies existing before January 1, 2024 are required to file by January 1, 2025.
• Reporting companies created between January 1, 2024 – January 1, 2025 have 90 days to file after creation of the company.
• Reporting companies created after January 1, 2025 have 30 days to file after creation of the company.

Dinsmore’s previous coverage on determining whether your entity must file, and what information is required in the filing, can be found here. Additionally, a template of the BOI Report can be downloaded here, and entities may file directly through FinCEN’s website if faced with a short deadline.

Between now and January 1, 2025, multiple scenarios could impact the filing deadline. The plaintiffs could seek review from either the Fifth Circuit or Supreme Court. The Fifth Circuit’s decision was issued by a panel of three judges, so the plaintiffs could file a petition for a rehearing and ask the full court to reconsider the case. Considering the short filing deadline, the plaintiffs could seek immediate action from the Supreme Court’s emergency docket. Lastly, FinCEN could post an alert on its website extending the filing deadline. FinCEN last provided an update following the nationwide injunction and stated that reporting companies may voluntarily continue to submit their BOI Reports.

Dinsmore will continue to monitor this situation. If you have any additional CTA compliance questions, please contact your Dinsmore attorney.