CTA Whiplash: BOI Filing Requirement Paused Again

Jeff Storch 12.27.24

Year-end has seen a flurry of activity on the requirement to file beneficial ownership information (BOI) reports under the Corporate Transparency Act (CTA), with many changes. As of December 26, 2024, BOI filing again is not required (though this could change again).

On December 26, 2024, a motions panel of the Fifth Circuit of the United States Court of Appeals issued an order that effectively restored an injunction preventing enforcement of the CTA. This means reporting companies are not required to report BOI under the CTA — for now.

For those keeping track:

• On December 3, 2024, a Texas federal district court issued a nationwide injunction against CTA enforcement. This meant BOI reporting no longer was required. See our article here. 
• On December 23, 2024: 
  • First, the Fifth Circuit granted a temporary stay of the injunction, pending appeal.
  • Later that day, the government slightly extended the BOI reporting deadline.
  • Taken together, this meant BOI reporting again was required, with additional time to do so. See our updated article.
• On December 26, 2024 (just three days later), the Fifth Circuit reversed course. It vacated that part of its prior order granting the stay of the injunction, while the court considers the appeal. 
  • This means that BOI reporting again is not required. However, this could change depending on how the Fifth Circuit decides the appeal.
  • In addition, it is foreseeable that (as with the December 23 ruling) the government may soon issue revised BOI guidance.

For now, if you have a reporting entity that has not yet filed its BOI report:

• You are not required to file, but this could change on short notice.
• Therefore, it is recommended that you have the required information available in case filing is again required.
• You still may be able to voluntarily file. As of the morning of December 27, 2024, FinCEN’s reporting website, https://​boiefil​ing​.fin​cen​.gov/, appears to be available for submitting reports. (Update: Later on December 27, FinCEN issued an alert acknowledging the new order but stating that reporting companies may continue to voluntarily submit beneficial ownership information reports.)

For more information on reporting, see our recent article on the reporting deadline.

We understand that all this back-and-forth on BOI requirements can be confusing but want to provide you timely updates as the status continues to evolve. If you have questions, please contact the primary Boardman Clark attorney with whom you work or call us at (608) 257‑9521 to speak with one of our business attorneys. Our firm does not intend to file BOI reports but can assist you in determining your filing obligations and information on third-parties who provide BOI filing services.

• Corporate Transparency Act (CTA)