CTA: NOT THE WAY

Business Ownership Reporting Deadline Extended Following Appeals Court Reversal

The ruling comes as the Corporate Transparency Act has faced a roller-coaster ride in recent weeks

BOI Filing is back after Injunction lifted by the Appeals court; FinCEN Extends BOI Deadlines for Most Companies to Jan 13, 2025

On December 23, 2024, The Fifth Circuit Court of Appeals lifted the injunction placed on Beneficial Ownership Information (BOI) reporting by a District court on December 3, 2024.

In Whiplash Maneuver, Court Rules Beneficial Ownership Information (BOI) Reporting Requirements Are On Hold

A last minute order from the Fifth Circuit has vacated an order granting a stay of the district court’s preliminary injunction barring the government from enforcing the Corporate Transparency Act.

Appellate Court Reverses Beneficial Ownership Information (BOI) Report Injunction

With days to go before the beneficial ownership information (BOI) reporting deadline, the U.S. Fifth Circuit has granted the government’s emergency motion for a stay pending the appeal.

FINCEN Beneficial Ownership Reporting January 13 Deadline Back On So File Now

We last visited the pending January 1, 2025, deadline to file the new Beneficial Ownership Information ("BOI") report in my article, With Deadline Looming, FINCEN's Beneficial Ownership Information Reporting Is A Hot Mess (Dec. 9, 2024). At that time, a U.S. District Court had issued a nationwide preliminary injunction prohibiting FINCEN from enforcing the BOI filing requirement. The article warned that the Treasury Department would be taking an appeal and that it was entirely possible that the preliminary injunction would be lifted.

BOI Reporting Injunction Lifted; FinCEN Extends Deadline to Jan. 13

FinCEN has extended the Jan. 1, 2025, deadline for most reporting companies to file beneficial ownership information reports with the Treasury Department until Jan. 13, 2025, after a federal court of appeals lifted an injunction on Dec. 23 that had halted the new law.

Appeals court reinstates beneficial ownership registry; earliest deadline to file now Jan. 13

The U.S. Court of Appeals for the Fifth Circuit on Monday reinstated the enforceability of the Corporate Transparency Act and lifted the nationwide injunction issued by the district court judge earlier this month. In so doing, the court reinstated the Jan. 1, 2025, compliance deadline for most covered businesses to report their beneficial ownership information to the Financial Crimes Enforcement Network as required by the CTA.

Appellate court revives beneficial ownership information reporting for small businesses one week before deadline

A federal court of appeals has lifted a lower court’s ruling hitting the pause button on the Corporate Transparency Act, effectively reinstating beneficial ownership information reporting requirements for small businesses.

Fifth Circuit Pauses District Court CTA Injunction; FinCEN Extends Filing Deadline to January 13, 2025

In our prior notes of December 4, 9, and 13, 2024, we reported that (1) a district court in Texas issued a nationwide injunction halting implementation of the Corporate Transparency Act (CTA), (2) the Financial Crimes Enforcement Network (FinCEN) acknowledged that companies need not file CTA mandated disclosures while that injunction remained in effect. Subsequently, the U.S. Department of Justice (DOJ) moved to stay the injunction pending appeal.

Corporate Transparency Act Update: Nationwide Preliminary Injunction Enjoining Enforcement

On Dec. 3, 2024, Judge Amos L. Mazzant of the US District Court for the Eastern District of Texas issued a nationwide preliminary injunction prohibiting the government from enforcing the Corporate Transparency Act (“CTA”) and its implementing regulation (31 C.F.R. §1010.380 (“Reporting Rule”)) and enjoining enforcement of the filing deadlines thereunder. The CTA, which was enacted on Jan. 1, 2021, and the Reporting Rule require certain legal entities (known as “Reporting Companies”) to file a beneficial ownership information report (“BOI Report”) with the US Department of the Treasury’s Financial Crimes Enforcement Network (“FinCEN”). [1] This ruling is noteworthy in light of the upcoming reporting deadlines under the CTA and Reporting Rule, which require that Reporting Companies formed or registered to do business in the US: (1) before Jan. 1, 2024, are required to file their initial BOI Report by Jan. 1, 2025; or (2) in 2024 are required to file their initial BOI Report within 90 days of formation or first registration.

Breaking News: Fifth Circuit Court of Appeals Lifts Nationwide Preliminary Injunction – Compliance with Corporate Transparency Act Immediately Reinstated

This Corporate Advisory provides a brief update on recent litigation regarding the Corporate Transparency Act (CTA) and its reporting requirements. It is not intended to, and does not, provide legal, compliance or other advice to any individual or entity. For a general summary of the CTA, please refer to our prior CTA Corporate Advisories from November 8, 2023, and September 17, 2024. Please reach out to your Katten attorney for assistance regarding the application of the CTA to your specific situation.

Corporate Transparency Act Enforcement Resumes with Extended Deadlines

On December 23, 2024, the Fifth Circuit Court of Appeals granted the Department of Justice’s motion to lift the December 3, 2024 injunction issued by the U.S. District Court for the Eastern District of Texas in Texas Top Cop Shop, Inc., et al. v. Garland, et al. Reporting companies are again required to file beneficial ownership information reports with the Financial Crimes Enforcement Network (FinCEN). The original deadline for some reporting companies was January 1, 2025; however, FinCEN has extended the deadline for certain companies to accommodate this change.

Back in action: Finance-crimes network's reporting requirement for owner-ops, small fleets

An injunction against implementation and enforcement of the Corporate Transparency Act by the U.S. Treasury Department has been lifted as of late Monday, following the ruling of a three-judge panel of the 5th Circuit federal appeals court in New Orleans. Judges there felt Treasury was likely to ultimately win the appeal of a judge's ruling the CTA unconstitutional, and thus ordered the implementation timeline for the required filing of Beneficial Ownership Information by small businesses to continue.

Judge Refuses To Pause Beneficial Ownership Information (BOI) Report Injunction

A judge in the U.S. District Court for the Eastern District of Texas has ruled that a nationwide preliminary injunction barring FinCEN from enforcing the Corporate Transparency Act (CTA) will stand while the government’s appeal winds its way through the court system.

Nationwide Injunction Against Corporate Transparency Act Enforcement: What To Know And What To Expect

The Financial Crimes Enforcement Network (FinCEN) has appealed the district court's ruling but confirmed that companies that would have been required to report under the CTA...

Small businesses get temporary reprieve from 'Big Brother,' but need more certainty

Small businesses are not financial criminals; they are the backbone of the economy.

Finance-crimes network's reporting requirement for owner-ops, small fleets halted

Last week in a federal district court in Texas, Judge Amos Mazzant enjoined the United States Treasury from implementation and enforcement of the Corporate Transparency Act, which was signed into law in 2021 as part of that year's Defense reauthorization package.

Texas court issues nationwide injunction less than a month before the Corporate Transparency Act's reporting deadline

Yesterday, a Texas district court issued a nationwide preliminary injunction in Texas Top Cop Shop, Inc. et al., v. Garland et al.,[1]enjoining enforcement of the Corporate Transparency Act’s reporting requirements. The CTA requires many businesses to report to the federal government the identity of their beneficial owners—that is, the stakeholders who own and control the business—on penalty of fines. The CTA is the first time corporate entities created under state law have been required to disclose such information to federal regulators.

Texas Court Issues Nationwide Injunction Less Than A Month Before The Corporate Transparency Act's Reporting Deadline

Yesterday, a Texas district court issued a nationwide preliminary injunction in Texas Top Cop Shop, Inc. et al., v. Garland et al., enjoining enforcement...

Corporate Transparency Act Update: Nationwide Preliminary Injunction Enjoining Enforcement

On Dec. 3, 2024, Judge Amos L. Mazzant of the US District Court for the Eastern District of Texas issued a nationwide preliminary injunction prohibiting the government...

US Appeals Order Halting Corporate Transparency Act Disclosures

The US government appealed a Texas federal judge’s nationwide preliminary injunction that halted enforcement of the Corporate Transparency Act.

Business Ownership Reporting Requirement Placed on Hold by Federal Judge

A federal judge has placed on hold a new requirement for more than 32 million businesses to report ownership information by Jan. 1 or face fines of up to $10,000.

Beneficial ownership information reporting struck down by federal court

Less than one month before the deadline for small businesses to report beneficial ownership information, a federal court has struck down the new requirement, taking companies off the hook … for now.

Treasury Appeals Court Ruling Blocking Corporate Ownership Registry Drive -- WSJ

The U.S. Treasury Department said it is appealing a ruling by a Texas judge blocking the implementation of a law intended to tamp down on the use of anonymous shell companies by criminals and other nefarious actors.

FinCEN Says Corporate Transparency Act (CTA) Reports Are Voluntary Following Court Decision

Earlier this week, a judge in the U.S. District Court for the Eastern District of Texas threw the fate of the Corporate Transparency Act (CTA) into question, blocking the U.S. Department of Treasury from enforcing the beneficial ownership information (BOI) reporting requirements across the country.

Federal Court Blocks Corporate Transparency Act: Landmark Ruling Halts CTA Reporting Requirements, Including January 1, 2025 Reporting Deadline

On December 3, 2024, the United States District Court for the Eastern District of Texas enjoined the Corporate Transparency Act (the "CTA") and the Reporting Rule implementing the CTA (the "December 2024 Order").

Intrusive Small Business Reporting Law Slapped With Nationwide Injunction

A judge says the federal law has no constitutional basis and threatens First and Fourth Amendment rights.

Corporate Transparency Act: Ongoing Litigation Not Likely To Change End-of-year Filing Dates

“So far, National Small Business Association v. U.S. Department of the Treasury is the only case where a trial court has upheld such a challenge.”

Federal Government Requiring Business Owners To File Beneficial Ownership Report Or Risk Fines

For most business owners, the deadline to file beneficial ownership reports or corporate transparency reports is January 1, 2025, as long as the business was created before January 1, 2024.

Debevoise & Plimpton Discusses Reporting Deadline for Corporate Transparency Act

It appears a new item must soon be added to the list of life’s certainties: “death, taxes and the CTA.”

Corporate Transparency Act Filing Deadline for Companies Organized Prior to January 1, 2024

The CTA lists 23 specific exemptions to filing BOI reports. Most of the exemptions apply to entities that are already subject to substantial federal reporting or regulatory requirements....

Corporate Transparency Act Filing Deadline For Companies Organized Prior To January 1, 2024

Pursuant to the provisions of the Corporate Transparency Act (CTA), which became effective as of January 1, 2024, all domestic entities organized under the laws of a state prior to January 1, 2024.

Corporate Transparency Act Litigation Update: Eleventh Circuit Hears Argument, and District of Oregon Rejects Preliminary Injunction Enjoining CTA Enforcement

Various industry groups have filed lawsuits in multiple federal districts challenging the constitutionality of the Corporate Transparency Act (“CTA”). The first such suit, filed in the Northern District of Alabama, resulted in a ruling by the District Court that the CTA was unconstitutional because Congress lacked the authority to enact the CTA.

Corporate Transparency Act: January 1, 2025 Filing Deadline And Recent Developments

This Corporate Advisory provides a brief update on the Corporate Transparency Act (CTA), its reporting requirements and deadlines, and certain recent developments.

As The Corporate Transparency Act Deadline Creeps Closer, FinCEN Updates Guidance

The Corporate Transparency Act—or CTA—requires reporting companies to file reports with the Financial Crimes Enforcement Network (FinCEN). To help companies comply, FinCEN has been rolling out guidance.

Corporate Transparency Act: January 1, 2025 Filing Deadline and Recent Developments

Since the passage of the CTA, FinCEN has engaged in CTA outreach through, among other things, the issuance and periodic update of FAQs in an attempt to clarify certain ambiguities raised by the CTA and its final rules.

The Final Countdown: Major CTA Reporting Deadline Rapidly Approaching

Barring any unforeseen changes, the Corporate Transparency Act's (CTA) major reporting deadline arrives on January 1, 2025.

BANK SECRECY ACT—11th Cir.: Government and NSBA offer starkly contrasting views on CTA in supplemental briefing, (Sep 9, 2024)

The government said the plaintiffs failed to show the Corporate Transparency Act lacked any valid constitutional application, but the plaintiffs countered that the district court found the statute wholly invalid on Fourth Amendment grounds.

Lifting The Veil: Corporate Transparency Act Compliance for EB-5 Stakeholders

The EB-5 compliance landscape is facing a new regulatory horizon with the introduction of the Corporate Transparency Act (CTA).

Businesses Aren’t Confident About Corporate Transparency Act Compliance

U.S. businesses are not feeling confident about compliance with the Corporate Transparency Act (CTA)—that's according to research from Corporation Service Company (CSC), a provider of global business administration and compliance solutions.

Congressman McCormick Champions Changes to Corporate Transparency Act to Protect Community Associations

Congressman McCormick authors H.R. 9045 to amend the Corporate Transparency Act (CTA) that would exempt Community Associations and Homeowner's Associations (HOAs) from burdensome reporting requirements.

FinCEN Adds to FAQs on Company Ownership Information Reporting

*Subscription required. A Treasury Department unit added to its list of questions and answers Wednesday on how companies should comply with new requirements to disclose more about their ownership.

FinCEN Updates FAQs For Beneficial Ownership Information Reporting

FinCEN has been rolling out guidance tied to the Corporate Transparency Act—including new FAQ information posted as of July 24, 2024. Here’s a look at the updated guidance—and some related provisions.

New FAQs And Legal Updates Impact Embattled New Company Reporting Law

The Corporate Transparency Act—or CTA—requires reporting companies to file reports with the Financial Crimes Enforcement Network (FinCEN). FinCEN has been rolling out guidance, including new FAQ information. And, the CTA has been challenged in court. Here’s what you need to know.

Corporate Transparency Act: Where It Stands & Lessons Learned

With some exceptions, companies should assume they need to report beneficial ownership.

Federal District Court Rules Corporate Transparency Act Unconstitutional, Only Enjoins Actions Against Plaintiffs: What's Next, Given You Weren't A Plaintiff?

Given a $500.00 per day penalty for non-compliance, it remains prudent practice to continue to abide by the reporting requirements set forth under the CTA until additional guidance becomes available.

California Senate Passes State's Version Of Corporate Transparency Act

Under SB 1201, BOI for in-scope companies would be published in a publicly available database. In contrast, the CTA limits access to BOI to certain governmental and supervisory entities.

Treasury Department Pushes Back Against State Efforts to Dissolve CTA

The states, led by West Virginia, have expressed concern that the CTA overreaches because it “takes an unprecedented swipe at the quintessentially state-controlled area of corporate law.”

FinCEN Adds to FAQs on Compliance With Ownership-Disclosure Rule

*Subscription required. A Treasury Department unit added to its list of questions and answers Monday on what companies should do to comply with new requirements to disclose more about their ownership.

Case: Federal District Court Finds Corporate Transparency Act is Unconstitutional (N.D. Ala.)

*Subscription required. A federal district court found the Corporate Transparency Act (CTA) is unconstitutional, entering a declaratory judgment for Plaintiffs and permanently enjoining the government from enforcing the CTA against Plaintiffs.