Supreme Court of The United States

Corporate Transparency Act Update – U.S. Supreme Court Lifts Nationwide Injunction

UPDATE AS OF JANUARY 24, 2025

In response to the Supreme Court’s Order, FinCEN has provided the following guidance:

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. (Emphasis added). https://www.fincen.gov/boi

As a result of this guidance, Reporting Companies are advised to continue monitoring the situation and consult with legal counsel to determine next steps.




The United States Supreme Court today, January 23, 2025, granted the government’s request to lift the nationwide injunction that had been preventing enforcement of the Corporate Transparency Act (“CTA”). This continues a period of ping-ponging uncertainty for businesses and similar entities, the result of which is the restoration of the requirement for many companies (mostly small businesses and related entities) to file reports with the Financial Crimes Enforcement Network (FinCEN) disclosing their beneficial owners.

The injunction, originally issued by a U.S. District Court in Texas on December 5, 2024, had halted the CTA’s reporting requirements that were slated to begin on January 1, 2025. Subsequent conflicting orders from the Fifth Circuit Court of Appeals further complicated the matter and delayed the effective date.

What This Means for Businesses

With the injunction lifted, FinCEN can now enforce the CTA’s reporting requirements. “Reporting companies,” which include most small businesses and similar entities in the United States, must file Beneficial Ownership Information Reports (BOIRs) disclosing information about their beneficial owners.

Key Points for Businesses:

  • Gather Information: Businesses should immediately gather the necessary information about their beneficial owners to prepare for filing.
  • Consult with Counsel: Entities formed after January 1, 2025, that have not yet filed a BOIR should immediately consult with legal counsel, as they are subject to a 30-day filing deadline.
  • Filing Deadlines: FinCEN is expected to announce a new filing deadline for existing entities soon.

The lawyers at Fraser Trebilcock are closely monitoring this situation and will provide updates as they become available. We encourage businesses to contact us with any questions or concerns about complying with the CTA’s reporting requirements.

This alert serves as a general summary and does not constitute legal guidance. Please contact us with any specific questions.


Robert D. Burgee is an attorney at Fraser Trebilcock with over a decade of experience counseling clients with a focus on corporate structures and compliance, licensing, contracts, regulatory compliance, mergers and acquisitions, and a host of other matters related to the operation of small and medium-sized businesses and non-profits. You can reach him at 517.377.0848 or at bburgee@fraserlawfirm.com.