On Jan. 23, 2025, the US Supreme Court granted the request by the government for a stay of the injunction issued by the US District Court for the Eastern District of Texas in Texas Top Cop Shop, Inc. v. McHenry that enjoined enforcement of the Corporate Transparency Act and its implementing regulation (“Reporting Rule”).^[1] However, on Jan. 7, 2025, a different federal judge in the same district court but in a different lawsuit brought by different plaintiffs issued an order staying the effective date of the Reporting Rule in Smith v. US Department of the Treasury.^[2]

On Jan. 24, 2025, the US Department of the Treasury’s Financial Crimes Enforcement Network (“FinCEN”) clarified on its beneficial ownership information webpage that beneficial ownership information report (“BOI Report”) filings are still voluntary despite the US Supreme Court’s recent action. FinCEN also clarified that reporting companies are not subject to liability if they fail to file BOI Reports while the Smith order remains in force.

Accordingly, at this time, BOI Report filings for both existing entities and newly formed/registered entities are voluntary. Clients who defer filing BOI Reports should nonetheless continue to prepare for anticipated BOI Report filings in the event the nationwide stay issued in the Smith case is reversed, vacated or otherwise modified.

We will continue to monitor for developments related to the Reporting Rule, including developments related to these cases, and whether the Justice Department, the Treasury Department or FinCEN issues any additional guidance to assist clients in navigating any BOI Report filing obligations.

Authored by Melissa G.R. Goldstein,  Betty Santangelo, Michael S. Didiuk, Jessica Romano, Kyle B. Hendrix, and Bryson Kern.

For assistance in navigating the CTA’s reporting requirements, please contact one of the authors or your attorney at McDermott Will & Schulte.