Despite a recent order from the United States Supreme Court, reporting companies are not required, for the time being, to file beneficial ownership information (BOI) reports with the Financial Crime Enforcement Network (FinCEN). In our previous E-Brief (available here), we discussed the 5th Circuit’s decision to leave a nationwide injunction barring enforcement of the Corporate Transparency Act (CTA) in place. Following that update, the government appealed the 5th Circuit’s determination to the United States Supreme Court.
On January 23, 2025, the Supreme Court granted the government’s motion to stay the nationwide injunction. Seemingly, this order reinstated the CTA such that reporting companies would be required to file BOI reports. Nevertheless, on January 7, 2025, a separate nationwide order was issued in the United States District Court for the Easter District of Texas, Tyler Division, staying the effective date of the Reporting Rule of the CTA.
On January 24, 2025, FinCEN issued guidance (located here) stating that reporting companies are not subject to liability for failure to file BOI reports while the separate nationwide order remains in place and compliance with the CTA’s filing requirements remains voluntary. As such, reporting companies are not required to file BOI reports with FinCEN at this time and will not face liability for failure to file such reports.
However, as we’ve mentioned before, due to the various legal challenges and appellate processes, the state of the CTA continues to remain uncertain and subject to rapid change. Woods Aitken continues to closely monitor its status and will provide key updates as they become available.
If you have any specific questions, please do not hesitate to reach out to your contact at Woods Aitken, or one of the following:
William A. Ozaki (Lincoln): wozaki@woodsaitken.com or (402) 817-4860
Daniel R. Carnahan (Omaha): dcarnahan@woodsaitken.com or (402) 898-7430
Lena A. Lucas (Denver): llucas@woodsaitken.com or (303) 606-6707