The Chamberlain Hrdlicka Business and International Tax Blog provides updates, developments, and insights on business and international tax.
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- Posts by Jack Najarian
ShareholderJack Najarian is a shareholder in the Corporate, Securities & Finance practice group. Jack is dedicated to helping middle-market businesses, their owners, and high net worth individuals navigate a wide range of legal needs. With a ...
Although the U.S. Supreme Court recently lifted the nationwide injunction in Texas Top Cop Shop, Inc. v. McHenry, companies are still not required to comply with the reporting requirements under the Corporate Transparency Act (“CTA”). A separate nationwide injunction issued in Smith, et al. v. U.S. Department of the Treasury remains in effect, blocking enforcement of the CTA’s reporting requirements. As clarified on the Financial Crimes Enforcement Network’s (“FinCEN”) website, compliance remains voluntary while the Smith injunction is in place.
Recent ...
The legal battle over the Corporate Transparency Act (CTA) continues, now before the U.S. Supreme Court. On December 31, 2024, the U.S. Department of Justice (DOJ) filed an emergency application to stay the nationwide injunction issued by the Eastern District of Texas. This injunction currently halts enforcement of the CTA and its beneficial ownership information (BOI) reporting requirements, leaving businesses in a state of uncertainty.
The Legal Battle So Far
The CTA has been subject to a series of back-and-forth rulings:
- December 3, 2024: The Eastern District of Texas issued a ...
On December 26, 2024, the Fifth Circuit Court of Appeals vacated its December 23, 2024 stay of the preliminary injunction against the Corporate Transparency Act (CTA), reinstating the nationwide injunction issued by the Eastern District of Texas. As a result, reporting companies are once again not required to file Beneficial Ownership Information (BOI) reports with the Financial Crimes Enforcement Network (FinCEN) while the injunction remains in effect. FinCEN has issued a statement confirming this development, and reiterating, consistent with its position prior to the ...
On December 23, 2024, the Fifth Circuit Court of Appeals granted the government’s emergency motion to lift the nationwide injunction against the Corporate Transparency Act (CTA). This decision reinstates the CTA’s reporting requirements for beneficial ownership information (BOI). In response, the Financial Crimes Enforcement Network (FinCEN) has issued new guidance, including extended filing deadlines to account for the time the injunction was in effect.
Key Update from FinCEN – Extended Filing Deadlines
- Pre-2024 Reporting Companies: Entities created or ...
The United States District Court for the Northern District of Alabama - Northeastern Division has issued a ruling declaring the Corporate Transparency Act (CTA) unconstitutional. As a result, the federal government is permanently enjoined from enforcing the CTA against the named plaintiffs, the National Small Business United d/b/a the National Small Business Association, et al., who challenged the law.
This decision may impact the enforcement of the CTA, and brings into question whether Beneficial Ownership Information reports should be filed by companies with FINCen within ...
Starting January 1, 2024, the Corporate Transparency Act (“CTA”) may require your business entity to file a report with the Financial Crimes Enforcement Network (“FinCEN”) disclosing information about (1) the entity, (2) its Beneficial Owners (as discussed further below) and (3) for entities created or registered starting January 1, 2024, its Company Applicants (“BOI Report”). According to the government, tens of millions of entities will not qualify for an exemption and will need to start filing BOI Reports. Each entity that is registered with a U.S. state to ...
New Reporting Obligations for Privately Held Entities
Starting January 1, 2024, the Corporate Transparency Act ("CTA") may require your business entity (e.g., LLC, Corporation, LP, etc.) to file a report with the Financial Crimes Enforcement Network ("FinCEN") disclosing information about (1) the company and (2) its beneficial owners.
Please note these two key deadlines:
(1) Any existing entity (created before January 1, 2024) that does not qualify for an exemption must file a Beneficial Ownership Information Report (a “BOI Report”) no later than January 1, 2025.
(2) Any ...