Yesterday, the U.S. Supreme Court granted the government’s emergency motion to stay the national preliminary injunction on the U.S. Corporate Transparency Act (the “CTA”) that was issued on December 3, 2024 by the U.S. District Court for the Eastern District of Texas in Texas Top Cop Shop, Inc. v. McHenry (formerly, Texas Top Cop Shop v. Garland).  This preliminary injunction was previously stayed on December 23rd by the “motions” panel of the U.S. Court of Appeals for the Fifth Circuit only to be reinstated on December 26th by the “merits” panel of the same court pending appeal. 

Nevertheless, because a separate national injunction was issued earlier this month by a different federal judge in Texas (Smith v. U.S. Department of the Treasury) that remains in place, FinCEN issued a statement today confirming that reporting companies are not currently required to file beneficial ownership information with FinCEN despite the Supreme Court’s ruling, and that, while reporting companies may continue to voluntarily submit beneficial ownership information reports, they will not be subject to liability if they fail to do so while the Smith order remains in force.  As a result, reporting companies are not at this time required to file Beneficial Ownership Information (BOI) reports under the CTA. 

As the situation remains fluid given the various cases challenging the CTA, clients should closely monitor ongoing developments and the FinCEN website for additional guidance.

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