Amidst all the judicial back and forth regarding Corporate Transparency Act (“CTA”) compliance, we may finally have some certainty. As of February 18, 2025, CTA compliance is now mandatory. The lone remaining question is “when do I have to report?”
Summary of CTA Litigation Results – Texas Top Cop Shop and Smith
Texas Top Cop Shop – On December 3, 2024, the Eastern District Court of Texas issued a nationwide preliminary injunction of both the CTA and its respective implementation regulations (the “Reporting Rule”) imposed by the Financial Crimes Enforcement Network (“FinCEN”). Texas Top Cop Shop, Inc., Et Al., v. Merrick Garland, Et Al., Cause No. 4:24-CV-478. On December 23, 2024, the Fifth Circuit of Appeals granted a stay of the Eastern District Court of Texas’ previous nationwide preliminary injunction of both the CTA and its Reporting Rule imposed by FinCEN. On December 26, 2024, the merits panel of the U.S. Court of Appeals for the Fifth Circuit reinstated Texas Top Cop Shop’s nationwide preliminary injunction. On January 23, 2025, the U.S. Supreme Court ordered a stay of the nationwide preliminary injunction.
Smith – Prior to the U.S. Supreme Court’s staying of the nationwide preliminary injunction ordered in Texas Top Cop Shop, another Eastern District of Texas case, Smith v. US Department of Treasury, No. 6:24-cv-336-JDK, issued another nationwide preliminary injunction of the CTA and Reporting Rule. Meaning, while the US Supreme Court lifted the Texas Top Cop Shop stay, the Smith preliminary injunction remained in effect. However, on February 18, the Eastern District Court in Smith lifted its preliminary injunction. Presently, no Court Order enjoins enforcement of the CTA or Reporting Rule.
What This Means for You
Compliance with the CTA and Reporting Rule is now mandatory. The updated deadlines for CTA compliance are as follows:
- The deadline for all Reporting Companies formed prior to February 18, 2025, to file an initial, updated, and/or corrected beneficial ownership information report (“BOIR”) with FinCEN is now March 21, 2025.
- All Reporting Companies formed on or after February 19, 2025, are burdened by the same deadlines previously stated in the CTA and Reporting Rule.
Effectively, if you formed a Reporting Company prior to February 18, 2025, you need to file a BOIR with FinCEN on or before March 21, 2025. While FinCEN recently issued the foregoing deadlines, the US House of Representatives passed bipartisan legislation to extend the reporting deadline to January 1, 2026. The bill now moves to the US Senate.
FinCEN does not charge a fee to file a BOIR via their website: https://www.fincen.gov/boi. This website also contains resources discussing possible exemptions, FAQs, and more.
While we will keep you updated with any developments to reporting deadlines, one thing is clear, CTA compliance is now mandatory. Failure to report may result in penalties including fines up to $10,000 and up to 2-years of imprisonment.
Beresford Booth is happy to assist your Reporting Companies with filing their BOIR, provided you timely provide us with all necessary information. If you are interested in our CTA compliance services or have CTA-related questions, please contact us at your earliest convenience at (425) 776-4100 or info@beresfordlaw.com.