On December 3, 2024 — a few weeks before the January 1, 2025 filing deadline for reporting companies existing prior to January 1, 2024 — a federal judge in Texas ruled that the Corporate Transparency Act (“CTA”) is unconstitutional and issued a nationwide preliminary injunction against the enforcement of the CTA. There have since been multiple appellate decisions regarding this injunction.  The US Department of the Treasury’s Financial Crimes and Enforcement Network (“FinCEN”), which oversees collecting and maintaining beneficial ownership information in accordance with the CTA, has most recently stated that, “[i]n 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.”  At this time there does not appear to be a consensus as to whether companies should voluntarily comply with the CTA requirements or delay filing their BOI Report until resolution of the court proceeding.  For more information on the CTA and the reporting requirements thereunder, please visit https://www.fincen.gov/boi

This alert is intended for informational purposes regarding a potential reporting requirement and is not intended to constitute legal advice.  Please consult with your corporate secretary or legal counsel about this reporting requirement, whether it affects you, and your responsibilities to ensure compliance with the CTA.