As of February 18, 2025, all nationwide preliminary injunctions prohibiting the U.S. government’s enforcement of the Corporate Transparency Act (CTA) have been stayed.
According to a notice issued by FinCEN (available here), FinCEN is providing entities who refrained from filing a CTA-mandated beneficial ownership report an extension until March 21, 2025, to file their report. Thus, any entity that refrained from filing a CTA-mandated beneficial ownership report should move forward with filing their report as soon as possible and in any event by March 21, 2025.
For background, in the case of Texas Top Cop Shop v. Garland, No. 4:24-cv-478 (E.D. Tex.), the U.S. District Court for the Eastern District of Texas granted a nationwide preliminary injunction that temporarily enjoined or prohibited the U.S. government from enforcing the CTA. Various developments transpired since the original granting of the nationwide preliminary injunction in that case, including the U.S. Court of Appeals for the Fifth Circuit staying but thereafter re-granting the nationwide preliminary injunction. On January 23, 2025, the Supreme Court of the United States entered an order staying the former nationwide preliminary injunction granted by the District Court in this case.
Separate from the Texas Top Cop Shop case, another nationwide preliminary injunction prohibiting the U.S. government’s enforcement of the CTA was granted by the U.S. District Court for the Eastern District of Texas in the case of Smith v. US. Department of Treasury, No. 6:24-cv-00336 (E.D. Tex.). On February 18, 2024, the District Court entered an order in the Smith case staying the nationwide preliminary injunction in light of the order by the Supreme Court of the United States in the Texas Top Cop Shop case.
Notably, FinCEN's notice regarding the extension of the reporting deadline to March 21, 2025, mentions that further relief may be provided by FinCEN for small businesses who are not "significant national security risks". However, it remains to be seen what that relief entails.
If you refrained from filing a CTA-mandated beneficial owner report for an entity in reliance on one of the (no longer applicable) nationwide preliminary injunctions, it is recommended you take steps to get the entity’s beneficial owner report filed as soon as possible, and in any event by March 21, 2025. If you have any questions regarding the CTA or the matters discussed herein, please do not hesitate to contact your BrownWinick attorney.