I managed to hold off for a few weeks–and then for the past 24-48 hours (or so)–in reporting back on the current state of the Corporate Transparency Act (CTA). But the U.S. Supreme Court has again spoken, and so it is time to do an update (since little more is likely to happen over the weekend). FinCEN, the U.S. Financial Crimes Enforcement Network, summarizes the current state of play, an update from my post earlier this month.
On January 23, 2025, the Supreme Court granted the government’s motion to stay a nationwide injunction issued by a federal judge in Texas (Texas Top Cop Shop, Inc. v. McHenry—formerly, Texas Top Cop Shop v. Garland). As a separate nationwide order issued by a different federal judge in Texas (Smith v. U.S. Department of the Treasury) still remains in place, reporting companies are not currently required to file beneficial ownership information with FinCEN despite the Supreme Court’s action in Texas Top Cop Shop. Reporting companies also are not subject to liability if they fail to file this information while the Smith order remains in force. However, reporting companies may continue to voluntarily submit beneficial ownership information reports.
And so it goes . . . .
Law firm memos have started to be released (see, e.g., here and here, among many others), and general business and industry outlets quickly have picked up the story. For some, the back-and-forth relating to reporting compliance and enforcement is likely to be the winter installment of the “Full Employment for Lawyers Act” (as I am wont to refer to legal changes that incentivize, or force, lawyers to scurry around to perform new analyses–and perhaps charge clients new fees–with each adjustment). [sigh] One news story worth a quick read is this one from Forbes, which features a classic quote from friend-of-the-BLPB Tom Rutledge, who is amusingly (but accurately) referred to in the piece as “[t][he national guru of all things CTA and BOI (if not LLC law generally).” {Note: BOI refers to Beneficial Ownership Information reporting under the CTA.]
There will be more to come. Among other things, the substantive legal questions raised in the various legal actions will eventually be heard, and then appealed. At this point, both the political and judicial aspects of the CTA remain quite fluid. Nevertheless, having posted this, I will step back again and take another breath–for now.