In what feels a bit like watching a game of ping pong, the United States Court of Appeals for the Fifth Circuit issued an Order on December 26, 2024 reinstating the inunction preventing the Corporate Transparency Act’s beneficial ownership reporting requirement from going into effect.

Timeline

Let’s look at a timeline to try and get our bearings.

You will remember that in January 2024, we began alerting people to this new federal law that would require most entities that are created by filings with the Secretary of State (like an LLC, LP, LLP, corporation) to file a beneficial ownership report with the United States Department of the Treasury Financial Crimes Enforcement Network (FinCEN).  [Read prior blog post here.]

On December 3, 2024, a federal court in Texas issued an injunction pending litigation, meaning that the January 1, 2025 deadline for reporting was no longer in effect.  [Read blog post here.]  This decision followed decisions in at least three other jurisdictions rejecting the issuance of a nationwide injunction.

On December 23, 2024, the United States Court of Appeals for the Fifth Circuit issued an order lifting the injunction.  FinCEN then announced it would be extending the reporting deadline from January 1, 2025 to January 13, 2025.  [Read blog post here.]

On December 26, 2024, a merits panel of the United States Court of Appeals for the Fifth Circuit changed course again, issuing an order that the injunction would remain in effect pending the appeal.  The court did so “in order to preserve the constitutional status quo while the merits panel considers the parties’ weighty substantive arguments…”  [Read Order here.]

What Does This Mean?

As of December 26, 2024, the nationwide injunction preventing the Corporate Transparency Act’s beneficial ownership reporting requirement from being enforced is in effect.  There is currently no enforceable deadline for reporting beneficial ownership during the existence of this stay while the litigation proceeds.