By order dated today, December 26, 2024, the Fifth Circuit reversed itself and allowed
the temporary nationwide injunction from the District Court to remain in effect.
Quick recap: On December 4, 2024, the US District Court for the Eastern District of
Texas, Sherman Division (No. 4:24-CV-478), issued a nationwide order enjoining
enforcement of the Corporate Transparency Act (CTA). The CTA would have required
all organizations formed by the filing of a document with a Secretary of State (or
similar offices, including with tribal authorities) (such as Certificates of Formation,
Articles of Incorporation, Certificates of Limited Partnership, etc.) to file a report listing
beneficial owners (and controlling persons):
- for those formed before January 1, 2024, by December 31, 2024 (even if
terminated during 2024); and - for those formed during 2024 (even if dissolved before now), within 90 days of
filing; and - for those formed during 2025 and later, within 30 days:
ALL filings are free at FINCEN.gov/boi.
Such organizations do not include trusts, except those very select few trusts formed
like corporations and LLC are formed by the filing of documents with the Secretary of
State.
Then on December 23, 2024, the Fifth Circuit Court of Appeals issuing an order lifting
the injunction against enforcement of the Corporate Transparency Act. Then FINCEN
weighed in extending the deadlines for filing beneficiary ownership information
reports.
Now, the Fifth Circuit has vacated its order of December 23, 2024, meaning that the
District Court injunction is still in effect.
See Texas Top Cop Shop, Incorporated, et al v. Merrick Garland, US Attorney
General, et al; No. 24-40792, in the United States Court of Appeals for the Fifth
Circuit, ORDER filed December 26, 2024.
A copy is available off list on request.