01/02/2025
On September 30, 2024, I published a video message explaining the requirements of the federal Corporate Transparency Act. (You can see the video below). This law requires most U.S. based corporations or limited liability companies to file a Beneficial Ownership Information” Report (“BOI Report”) with the Treasury Department’s Financial Crime Enforcement Network identifying all “beneficial owners.” A beneficial owner is any individual who directly or indirectly owns 25% or more equity interest in a reporting company, or who has substantial control over the reporting company.
The law set the deadline for compliance as January 1, 2025, for companies existing prior to January 1, 2024. New entities formed in 2024 would have 90 days to comply, and after January 1, 2025, any new corporation or LLC would have 30 days.
However, all these deadlines are on hold because of court order issued by the federal 5th Circuit Court of Appeals in the ongoing case of Texas Top Cop Shop, Inc. v. Garland, where the Court is evaluating the constitutionality of the Act.
Here’s what’s been going on:
1. On December 3, 2024, a federal district court in the Eastern District of Texas issued a preliminary injunction suspending the requirement to file BOI reports until the constitutionality of the Corporate Transparency Act could be determined.
2. On December 23, 2024, the 5th Circuit Court of Appeals overturned the injunction, reinstated the reporting requirement, and extended the deadline to January 13, 2024.
3. On December 26, 2024, a different panel of the 5th Circuit vacated the stay (in effect overturning the overturning) reinstating the preliminary injunction and suspending the filing requirement.
For the time being, there is no requirement to comply with BOI reporting. While the future of BOI reporting is uncertain, the courts could rule in a matter that could quickly change the requirements again. While we try to keep track of what’s going on, if the 5th Circuit or the U.S. Supreme Court ultimately upholds the law, most corporations and LLC’s will still need to comply with BOI reporting. Therefore, I believe it in the best interests of any company that is required to file should anyway. The requirements are not onerous, and the penalties (if enforced) are extreme. Reports are still being accepted. Should you choose to forgo compliance, you should continue to closely monitor the progress of this litigation.