Capping off a tumultuous week for the Corporate Transparency Act (CTA), on December 26, 2024, the “merits” panel of U.S. Court of Appeals for the Fifth Circuit reinstated an injunction that prevents the U.S. Department of Treasury’s Financial Crimes Enforcement Network (FinCEN) from enforcing the CTA. This decision came three days after the “motions” panel of the Fifth Circuit lifted the stay and reimposed the filing requirements of the CTA. As a result, companies are not at this time required to file Beneficial Ownership Information (BOI) reports under the CTA. This was confirmed by FinCEN on December 27, 2024 by the issuance of the following statement:

In light of a recent federal court order, 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 remains in force. However, reporting companies may continue to voluntarily submit beneficial ownership information reports.

While, for now, there appears to be a reprieve from the imminent compliance obligations under the CTA, the situation remains fluid and subject to various events, including the Fifth Circuit’s merits decision (with oral arguments scheduled for March 25, 2025), decisions in other pending cases, potential appeals to the U.S. Supreme Court, or possible actions by Congress or the executive branch regarding CTA enforcement.

Dentons is here to help clients navigate the CTA. If you have any questions about the CTA or this Client Alert, please contact your Dentons attorney or any member of the CTA Team listed below.

For more information contact:

Todd Carlisle
Adam H. Dunst
Michael Gilmer
Tyler K. Keenan
Stephen S. Kudenholdt
Christopher J. Kula
Jeffrey S. Marcus
Jeffrey A. McKenzie
Felix Mehler
Robert B. Olin
Lauris G.L. Rall
Russell K. Smith
Toni Weinstein