BOIR Alert: Fifth Circuit Reverses Itself, Reinstates Preliminary Injunction Against CTA And BOIR Filing Requirement

     On December 26, 2024, the U.S. Court of Appeals for the Fifth Circuit issued an Order vacating its earlier decision in Texas Top Cop Shop, Inc. et al. v. Garland et al. that lifted a preliminary injunction against enforcement of the Corporate Transparency Act (CTA) by the U.S. Department of Treasury’s Financial Crimes Enforcement Network (FinCEN).

     The Fifth Circuit’s latest Order means that companies are, at least for now, not required to comply with the CTA’s reporting obligations, including the Beneficial Ownership Information Report (BOIR) filing requirements. 

     In recent prior GovCon Bulletins,™ we discussed the BOIR mandate (here), as well as the district court decision on December 3 granting a preliminary injunction that stayed its enforcement (here) and the Fifth Circuit decision on December 23 blocking that preliminary injunction (here).  As we noted, FinCEN responded to the last Fifth Circuit decision by extending the initial BOIR filing deadline for reporting companies created or registered before 2024 a mere twelve days – to January 13, 2025.

     Given the uncertainty and, perhaps more frankly put, the chaos caused by jurisprudence within the Fifth Circuit and FinCEN’s response to it, companies should assess their reporting obligations under the CTA and be prepared to submit their initial BOIR’s in the event that the injunction is lifted again.

     You can read the Fifth Circuit Order here.