Written by: Marcus Wolter, Bianca Lindau and Crystel Saraie

All reporting under the Beneficial Ownership Information Reporting Rule (BOI Reporting Rule) has been temporarily halted as a nationwide preliminary injunction was passed by the U.S. District Court of the Eastern District of Texas on the 3^rd of December. This means that U.S.-formed or registered legal entities do not need to report beneficial ownership details to the U.S. Department of Treasury’s Financial Crimes Enforcement Network (FinCEN) for the time being. The court ruled that the CTA likely exceeded constitutional authority, critiquing it as overly intrusive and disruptive to state jurisdiction. [1]

Notably, the plaintiffs intended for the injunction to only cover themselves and the National Federation of Independent Business (NFIB), however, the U.S. Government responded that their request was essentially a ‘nationwide injunction’, likely due to the scale of the NFIB, which consists of 600,000 members. [2] The Court then ruled to grant the injunction nationwide. This decision is crucial for the 32.6 million companies struggling with the CTA compliance deadline of January 1^st 2025. [1]

The U.S. Government has not yet announced whether it will appeal the Court’s injunction.

What this means for businesses:

This injunction provides a short-term benefit to businesses by suspending their obligation to prepare and submit beneficial ownership reports, which could reduce administrative burdens and compliance costs for now. This pause is particularly advantageous for smaller companies, which often face challenges meeting complex regulatory requirements. It is also beneficial to larger companies due to their complex organizational structures.

However, as this is only a preliminary injunction, circumstances may change. Given this uncertainty and the rapidly approaching original start of 2025 report deadline, companies may want to use this time to adapt and prepare for potential future compliance requirements and continue to create BOI Reports. [3]

[1] https://www.forbes.com/sites/matthewerskine/2024/12/04/court-blocks-corporate-transparency-act-a-win-for-federalism/

[2] https://www.encyclopedia.com/law/encyclopedias-almanacs-transcripts-and-maps/national-federation-independent-businesses

[3] https://news.bloomberglaw.com/us-law-week/us-appeals-order-halting-corporate-transparency-act-disclosures

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