On December 26, 2024, the U.S. Court of Appeals for the Fifth Circuit vacated its previous order granting a stay of the nationwide preliminary injunction in Texas Top Cop Shop, Inc., et al. v. Garland, et al., No. 24-40792 (5th Cir.). This order reinstates the nationwide preliminary injunction and once again temporarily enjoins enforcement of the Corporate Transparency Act (CTA) and the Beneficial Ownership Information (BOI) reporting requirements. The U.S. Department of the Treasury’s Financial Crimes Enforcement Network (FinCEN) confirmed in its subsequent statement that “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.”

To recap:

• 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 CTA and the BOI reporting requirements.
• On December 23, 2024, the Fifth Circuit granted the government’s motion for a temporary stay of the district court’s nationwide preliminary injunction. On the same day, FinCEN issued a statement which included filing deadline extensions for certain reporting companies.
• On December 26, 2024, the Fifth Circuit vacated its previous order granting a stay of the nationwide preliminary injunction, once again temporarily enjoining enforcement of the CTA and the BOI reporting requirements. FinCEN acknowledged this order on the following day.
• On December 27, 2024, the Fifth Circuit set an expedited briefing schedule and scheduled oral arguments on March 25, 2025.

As of the time of this publication, reporting companies are not required to file BOI reports with FinCEN, though they may voluntarily do so. However, given the erratic nature of this case, the possibility of decisions in other cases, and uncertainty about what, if any, actions the new administration might take after assuming power, reporting companies should be prepared for the possibility that they may be required to file BOI reports on short notice.

We will continue to monitor these proceedings and provide additional updates. Please contact your attorney at Wilson Sonsini for more information.