On December 3, 2024, a Texas federal district court judge in Texas Top Cop Shop, Inc., et al. v. Garland, et al., No. 4:24-cv-00478 (E.D. Tex., Dec. 3, 2024) issued a nationwide preliminary injunction temporarily enjoining enforcement of the Corporate Transparency Act (CTA) and the U.S. Department of the Treasury’s Financial Crimes Enforcement Network’s (FinCEN) regulations on Beneficial Ownership Information Reporting Requirements (BOI Reporting Requirements). In a public statement over the weekend, FinCEN confirmed that it will comply with the nationwide preliminary injunction and Reporting Companies (generally, entities created or registered to do business in any state or tribal jurisdiction by filing a document with a secretary of state or other similar office) are not required to file BOI reports while the injunction remains in effect. FinCEN noted, however, that Reporting Companies can continue to submit voluntary BOI reports.

In the same statement, FinCEN affirmed its belief that the CTA is constitutional, citing cases in several other district courts where requests to enjoin the CTA have been denied. The U.S. Department of Justice, on behalf of FinCEN, filed a Notice of Appeal on December 5, 2024. While the scope of the appeal is not yet clear, Reporting Companies may wish to continue preparing their BOI reports so that they are ready to file if it becomes necessary—for example, if the injunction is overturned or narrowed.

For more information on the CTA and the BOI Reporting Requirements, please see our previous alerts (Important Filing Deadline: The U.S. Corporate Transparency Act, New Year, New Laws, New Obligations: The Corporate Transparency Act’s Beneficial Ownership Information Reporting Requirements, and Final Regulations on Beneficial Ownership Will require “Tens of Millions” of Legal Entities to File Reports).

Please contact your attorney at Wilson Sonsini for more information.