Court lifts injunction on Corporate Transparency Act

A federal district court in Texas has stayed an injunction that had prevented enforcement of the Corporate Transparency Act and its beneficial ownership information reporting requirement, citing a Supreme Court decision that had lifted the injunction in a separate lawsuit. 

The CTA was signed into law as part of the National Defense Authorization Act of 2021 and requires individuals with an ownership interest in a limited liability company to disclose personal data to the Treasury Department's Financial Crimes Enforcement Network as a way to deter illicit activity such as money laundering, tax fraud, drug trafficking and terrorism financing by anonymous shell companies. Failure to comply could result in up to two years of jail time and a $10,000 fine per violation. 

The move seems to pave the way for FinCEN to begin enforcing the BOI requirement, although last week the House unanimously passed bipartisan legislation delaying the requirement for a year until Jan. 1, 2026 by a vote of 408 to 0. The Senate has not yet voted on the bill. FinCEN previously said it would delay the BOI requirement by 30 days after the injunction was lifted.

Last month, the Supreme Court granted a stay against an injunction on the CTA in a case involving a Texas business called Texas Top Cop Shop that had sued over the requirement. However, a separate injunction involving another set of plaintiffs in Texas, Samantha Means and Robert Smith, had remained in place, according to the group suing on their behalf, the Texas Public Policy Foundation. On Tuesday, a court in Texas stayed that injunction, citing the Supreme Court decision. Judge Jeremy Kernodle of the U.S. District Court for the Eastern District of Texas stayed his earlier order from January blocking the law. In a different court on Tuesday, Judge Stacey Neumann of the U.S. District Court for the District of Maine upheld the law under the Constitution's Commerce Clause. There could be further appeals ahead, but for now, proponents of the law are pleased by the move in the Texas court. 

"With the removal of this final roadblock to enforcement of the Corporate Transparency Act, Treasury is now once again free to continue its full and faithful implementation of the most important anti-money laundering law of the past two decades," said Ian Gary, executive director of the Financial Accountability and Corporate Transparency Coalition, in a statement. "Today's order, and the government's continued strong defense of the CTA, serves as a reminder that cracking down on the money launderers enabling fentanyl trafficking and other crimes cannot wait."

"As anticipated, the federal court in Texas has allowed the enforcement of this landmark law, in alignment with the Supreme Court's recent decision," said Scott Greytak, director of Advocacy for Transparency International US, in a statement. "Treasury should move swiftly to make sure that this vital national security law is fully enforced, and that America's law enforcement officials are armed with the tools necessary to cut off the flow of dirty money from transnational criminals into the U.S."

FinCEN posted guidance Wednesday in response to the court decision, giving businesses until March 21, 2025 to file an initial, updated, and/or corrected BOI report. New businesses were originally expected to begin complying with the law on Jan. 1, 2024, and existing businesses on Jan. 1, 2025.

FinCEN said it recognized that reporting companies may need additional time to comply with their BOI reporting obligations, so it is extending the deadline 30 calendar days from Feb. 19, 2025, until March 21, for most companies. It may decide to push back the deadline further.

"Notably, in keeping with Treasury's commitment to reducing regulatory burden on businesses, during this 30-day period FinCEN will assess its options to further modify deadlines, while prioritizing reporting for those entities that pose the most significant national security risks," said the FinCEN update. "FinCEN also intends to initiate a process this year to revise the BOI reporting rule to reduce burden for lower-risk entities, including many U.S. small businesses."

The new deadline applies to most companies, but companies that were members of the National Small Business Association prior to March 1, 2024 are not required to file the BOI reports because of the outcome of a separate lawsuit last year.

The Texas Public Policy Foundation plans to appeal the district court decision. "We certainly think the district court got it wrong for the reasons that we had laid out to the district court in our brief," Chance Weldon, senior attorney and director of litigation at the Texas Public Policy Foundation, told Accounting Today. "Lifting the stay isn't an equitable remedy, and you're talking about creating chaos for some 32 million Americans now who have to determine whether or not the CTA is in effect. At the same time, the government's position was that the stay needed to be lifted because it was essential to national security that the CTA go into effect. But that same government waited four years to apply the CTA, and then has now already agreed to extend the deadline for another 30 days. I think that just applying the ordinary, equitable factors, we don't think that the stay should have been lifted, and we're going to be appealing that to the Fifth Circuit."

He is unsure whether they would appeal the case all the way to the Supreme Court, but said it might be consolidated with the Texas Top Cop Shop case. "We're considering all of our options at this point," said Weldon.

Further action is also possible in Congress, where a bill was introduced last month by Sen. Tommy Tuberville, R-Ala., and Rep. Warren Davidson, R-Ohio, to repeal the Corporate Transparency Act entirely. The Senate could act to take up the bill that was unanimously passed by the House last week to delay the reporting requirement until Jan. 1, 2026. Last week, after the House passed that bill, Sen. Tim Scott, R-S.C., introduced a companion bill in the Senate. 

The Trump administration has also pledged to reevaluate the regulations implementing the CTA "to alleviate the burden on low-risk entities," according to Reuters.

(This story has been updated to include a response from the Texas Public Policy Foundation.)