This holiday season instead of Christmas carols, the Clash’s song, “Should I Stay or Should I Go?” may ring in your ears, as you try to decide if you should file your business’s beneficial owner information report (BOIR), as directed by the Corporate Transparency Act (CTA). If you have been watching this issue, you know that on December 3, 2024, a federal district court in Texas ruled that the CTA is likely unconstitutional and imposed a preliminary injunction prohibiting its enforcement nationwide. On December 13 the Department of Justice (DOJ) filed an emergency motion with the U.S. Court of Appeals for the Fifth Circuit to stay the pending injunction. The DOJ asked for a ruling by December 27, 2024. The Fifth Circuit, of its own accord, accelerated the briefing schedule and all responses to the Court are due by December 19, 2024. There is also an ongoing appeal of the preliminary injunction at the District Court.
If the Fifth Circuit denies the DOJ’s request, the business owners who choose not to report should be shielded from penalties for failing to register by the January 1, 2025 deadline, pursuant to the (upheld) preliminary injunction. If the Fifth Circuit grants the DOJ’s request, the obligation to file a BOIR will be revived for most businesses, and possibly with the original January 1, 2025 deadline. We simply do not have final answers yet, but the FinCEN website does continue to accept reports for those who wish to do so. We will continue monitoring this situation and encourage all affected businesses who have not yet reported to stay tuned to developments.
Would someone provide Mariah Carey with lyrics so she can send a plea to the Courts for all of us that is better than “All I want for Christmas, is Guidance on the CTA?”