Following the decision of a federal court on December 3, 2024, enjoining enforcement of the Corporate Transparency Act (the “Act”), FinCEN announced last week that reporting companies are not currently required to file beneficial ownership information with FinCEN and are not subject to liability for not filing under the Act.

FinCEN announced this change in filing requirements through an alert posted on the BOI Beneficial Ownership Information web page titled “Impact of Ongoing Litigation – Deadline Stay – Voluntary Submission Only.” The alert responds to the ruling by the federal district court in the Eastern District of Texas in the case of Texas Top Cop Shop, Inc., et al. v. Garland, et al. In that ruling, the federal district court granted a nationwide preliminary injunction enjoining the enforcement of the Act, including the statutes and regulations related to beneficial ownership reporting, and stayed the Act’s reporting requirement deadlines. The alert further explains that “while this litigation is ongoing, FinCEN will comply with the order issued by the U.S. District Court for the Eastern District of Texas for as long as it remains in effect.” 

As a result, reporting companies are not currently required to file beneficial ownership information with FinCEN, and are not subject to liability, under the Act. Notwithstanding these actions, FinCEN states that reporting companies may continue to voluntarily submit beneficial ownership information reports if they so choose.

Note that the Department of Justice, on behalf of the Department of the Treasury, filed a Notice of Appeal on this decision. As such, the ultimate outcome of this case, and the effect on the preliminary injunction, remains uncertain. We will continue to monitor developments in this litigation and any further impact on the BOI Beneficial Ownership reporting requirements.