US Corporate Transparency Act Resources
The Corporate Transparency Act (CTA) mandates that millions of businesses that are formed or registered in the United States file a beneficial ownership information (BOI) report with the Financial Crimes Enforcement Network (FinCEN).
The CTA has been subject to litigation as to its constitutionality and – as of the “last updated” date below – is on hold by order of a federal court.
Following a December 26, 2024, order from the US Court of Appeals for the Fifth Circuit, the CTA’s BOI reporting requirements were effectively paused as a result of a preliminary injunction.
While the preliminary injunction was in effect, a separate order was issued by a federal district court in Texas in a separate case on January 7, 2025, that stayed the effective date of the BOI reporting rule.
The government sought an emergency stay of the preliminary injunction at the US Supreme Court, which granted the stay on January 23, 2025. However, the separate January 7 order staying the effective date of the BOI reporting rule remains in effect, meaning that the BOI reporting obligations remain on hold pending further developments.
On February 5, 2025, the government filed a notice of appeal of the January 7 order and also moved to stay the order as the appeal proceeds.
FinCEN has announced that, if the January 7 order is stayed (which would allow the CTA to go back into effect), it intends to extend the reporting deadline by 30 days. FinCEN also noted that it would consider options to further modify deadlines or reporting requirements for lower-risk entities.
Given the uncertainty around this litigation, companies would be prudent to assess whether they are covered by the BOI reporting requirements and, if so, be prepared to file BOI reports with FinCEN if the CTA goes back into effect.
Cooley will continue to monitor the situation closely. Below are informational resources intended to help clients and companies follow the CTA. We will update these resources as additional information is released. Your review or use of these resources is subject to our legal notices.
Last updated: February 6, 2025
Insights
- Corporate Transparency Act Reporting Requirements Halted Again – For Now
- Beneficial Ownership Reporting Requirements under the Corporate Transparency Act: What You Need to Know
Resources from FinCEN
This communication and any related article, webinar or presentation provides general information about the CTA. These communications do not constitute legal advice, and we encourage you to consult with an attorney for advice tailored to your specific situation.
Please note that Cooley provides advice related to CTA compliance only to current clients of the firm – and only when we are expressly asked and agree to do so in writing.
These communications do not create an attorney-client relationship between Cooley and you or your company, or create any duties to provide advice with respect to the CTA. Cooley is not responsible for updating you or your company about developments regarding the CTA, including with regard to ongoing litigation challenging the CTA.
