On January 23, 2025, the U.S. Supreme Court issued a stay in the case Texas Top Cop Shop, Inc. v. McHenry (formerly Texas Top Cop Shop v. Garland), which reinstated the reporting requirements of the Corporate Transparency Act (CTA) and required reporting companies to file a Beneficial Ownership Information Report (BOIR) with the U.S. Department of the Treasury’s Financial Crimes Enforcement Network (FinCEN).
Despite this ruling, a separate nationwide injunction issued in Smith v. U.S. Department of the Treasury remains in effect. As a result, FinCEN has announced on its website that “…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 [Smith] order remains in force.” It is presently unclear, as a result of the U.S. Supreme Court’s decision in Texas Top Cop Shop, if the Government will challenge the Smith decision and seek to reinstate the obligations and timelines for reporting companies to file BOIRs.
In order to avoid a late BOIR filing in the event that the CTA and reporting requirements are reinstated in coming days or weeks, we recommend that reporting companies either voluntarily submit a BOIR with FinCEN or internally prepare a PDF copy of the BOIR which can be filed on short notice. A PDF version of the BOIR can be found Here.
If you have any questions about the CTA, please contact Attorneys Jeffrey E. Swaim, Jennifer Z. Flanagan, or Zachary B. Luczyk.
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