Despite a recent U.S. Supreme Court decision that initially suggested otherwise, Beneficial Ownership Information reports (“BOI Reports”) under the Corporate Transparency Act (the “CTA”) remain voluntary.
On January 23, 2025, the U.S. Supreme Court issued an order lifting the injunction against the CTA’s BOI Report filing requirement that was initially imposed by the U.S. District Court of the Eastern District of Texas in the case of Texas Top Cop Shop, Inc. v. McHenry (formerly Texas Top Cop Shop, Inc. v. Garland). However, two nationwide injunctions had been issued against the CTA, and the U.S. Supreme Court’s decision did not impact a separate injunction issued by the same U.S. District Court in Smith v. U.S. Department of Treasury.
As a result, one nationwide injunction against the CTA’s BOI Report filing requirements remains in place, and BOI Report filing remains voluntary. The Financial Crimes Enforcement Network, the agency tasked with enforcing the CTA, issued a statement on January 24, 2025, in response to the U.S. Supreme Court ruling recognizing that BOI Reports remain voluntary and that companies will not be subject to liability if they fail to file while the Smith injunction remains in place.
For more information about the CTA and BOI Report filing, please review our previous post.
We will continue to monitor all the legal developments surrounding the CTA.
If you have any questions about the CTA or would like advice about how to proceed, please reach out to someone on our corporate team.
Tom Sowers approaches legal issues from a businessperson’s perspective. A Shareholder at Berman Fink Van Horn, Tom’s practice focuses on representing businesses and their owners in a wide range of transactional matters and legal issues.
David concentrates his practice in corporate law and mergers and acquisition and other related areas to serve his clients. He represents privately-held businesses and entrepreneurs, as well as senior executives and organizational leaders at privately-held and publicly-traded businesses.
Ruari O’Sullivan takes the proactive approach. In working with business owners, he anticipates their issues and puts structures in place to protect their interests.