The Latest on BOI Reporting Requirement

Last night, (December 26, 2024), the Fifth Circuit Court of Appeals, sua sponte (of its own accord), vacated its own order lifting the injunction that blocked the required filing of the “beneficial ownership information” (BOI) report under the Corporate Transparency Act (CTA), while another set of three judges considers the substantive arguments in the case, and not just whether the injunction was properly granted. In other words, the injunction is back in place and filing of the BOI report is not required, for now. 

We regret sharing the paid filer service link in an email alert. Please note that they do assist you in submitting your BOI report, so it is a legitimate service. However, we should have provided the link directly for the no-cost option for submitting the information. We do not endorse paid filer services for this BOI reporting requirement. If you want to make sure that you are in an official US Government website, please note that only “.gov” websites belong to an official federal government organization. In this case, it is fincen.gov and everything else derives from that root.

Background: If the CTA is found to be constitutional, small businesses with less than $5 million in annual revenue and less than 20 full-time employees would be required to report on their ownership structure, business addresses, and other information to the Financial Crimes Enforcement Network (FinCEN), a subagency of the US Department of Treasury. On December 3, 2024, a federal district court enjoined enforcement of the CTA and its corresponding BOI reporting rule. The federal government appealed, and, on December 23, 2024, a “motions panel” of the Fifth Circuit granted the government’s motion to lift the injunction pending appeal. The Fifth Circuit, on December 26, 2024, vacated its own order now that a “merits panel” has the appeal, “in order to preserve the constitutional status quo while the merits panel considers the parties’ weighty substantive arguments.” By doing so, the Fifth Circuit reinstated the injunction.

The problem: The Treasury Department reported in October that it had received just 10% of the required submissions to comply before penalties would begin in 2025. Many attributed the low compliance rate to a lack of awareness among small businesses, insufficient outreach & education from the federal government, and a tight time frame for compliance. The Restaurant Law Center, with other industry allies, filed a brief on December 18, 2024, urging the Court of Appeals to deny the Motion to Stay because “granting the stay would result in consequences to [the Association’s] members that cannot be reversed as our members would face a compliance deadline of less than two weeks. Given that imminent deadline, which businesses across the nation no longer think applies to them, the practical implications of the government’s demand to stay the injunction would be severe.” Thus, yesterday’s announcement is welcomed news.

To File or Not to File: If you have already filed your BOI report, you have nothing to worry about. If you have not filed, you now have the option to voluntarily file or wait to see what is the next ruling to come down from the Fifth Circuit, understanding that, if the law is found constitutional, you may have a short window to comply. We are not making a recommendation either way. You can follow the news on BOI reporting directly from the official FinCEN website found here, although it tends to be a day or two late. And, if you want to go ahead and voluntarily file a BOI report, free of charge, you can click here.

What’s next: Litigation in this particular case, Texas Top Cop Shop, Inc., et al. v. Garland, et al., continues. The Restaurant Law Center is waiting for the Fifth Circuit’s merits panel to issue a “briefing schedule” to know when we are expected to present the restaurant industry’s position with regards to the CTA and its BOI reporting requirements.

Questions? Email or call the AskWRA Team at 608.270.9950