BOI Deadline Looming: Nationwide Preliminary Injunction Temporarily Halts Enforcement of CTA
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On December 3, 2024, ruling by the U.S. District Court for the Eastern District of Texas granted a preliminary injunction that applies nationwide for all beneficial ownership interest (BOI) reports.1 What initially appeared to be a straightforward implementation of the Corporate Transparency Act (CTA) has transformed into a complex legal and regulatory challenge that demands careful navigation by businesses across the United States.
The Texas Injunction
The court’s preliminary injunction represents more than a mere procedural hiccup—it strikes at the heart of a regulatory mechanism designed to increase corporate transparency and combat financial crimes. By blocking the enforcement of the CTA and staying the January 1, 2025 compliance deadline, the Court has created a regulatory limbo that challenges the fundamental approach to corporate ownership disclosure.
Notably, the Court held the following:
Plaintiffs have satisfied all prerequisites for a preliminary injunction. The Court has authority to issue the injunction Plaintiffs seek under Federal Rule of Civil Procedure 65(d). CTA is likely unconstitutional as outside of Congress’s power. Because the Reporting Rule implements the CTA, it is likely unconstitutional for the same reasons…Having determined that Plaintiffs have carried their burden, the Court GRANTS Plaintiff’s Motion for a Preliminary Injunction. Therefore, the CTA, 31 U.S.C. § 5336 is hereby enjoined. Enforcement of the Reporting Rule, 31 C.F.R. 1010.380 is also hereby enjoined, and the compliance deadline is stayed under § 705 of the APA. Neither may be enforced, and reporting companies need not comply with the CTA’s January 1, 2025, BOI reporting deadline pending further order of the Court.
The ruling is particularly significant because it goes beyond previous legal challenges. Unlike the March 2024 decision by the U.S. District Court for the Northern District of Alabama, which was limited in scope, this injunction applies nationwide.2 This broad application amplifies the potential impact on businesses, creating a moment of strategic recalibration for corporate compliance departments.
FinCEN’s Official Response
On December 7, 2024, Financial Crimes Enforcement Network (FinCEN) issued an alert that simultaneously acknowledges the court’s ruling while maintaining operational readiness. The agency’s statement that reporting companies are not currently required to file and will not face liability is coupled with a critical caveat: FinCEN will comply with the injunction “as long as it stays in effect”. Importantly, FinCEN does not intend to extend the deadlines. Accordingly, if the injunction is lifted and the deadlines are not extended, then anyone who files past the deadline will be in violation.
By continuing its operations as normal and maintaining the existing deadlines, FinCEN preserves its regulatory framework without directly challenging the court’s injunction. Their continued acceptance of 100,000 to 200,000 daily filings underscores the agency’s commitment to the Corporate Transparency Act’s underlying principles and their intention to honor the original deadline of January 1, 2025 for beneficial ownership information filings.
The Government’s Prompt Appeal
The Department of Justice’s swift notice of appeal on December 5, 2024, signals the government’s unwavering belief in the CTA’s constitutionality. This proactive appeal ultimately aims to promptly reinstate the beneficial ownership information reporting requirements for business owners. The government’s position remains consistent with previous judicial interpretations that have found the act constitutional in at least two other U.S. District Courts.
Implications for Businesses
The current injunction has resulted in significant confusion with business owners. While the injunction provides temporary relief, it would be strategically imprudent for businesses to completely abandon their compliance preparations. The potential for the injunction to be lifted or overturned remains high, particularly given the government’s aggressive legal posture.
Prudent businesses will view this moment as an opportunity for strategic preparation rather than a definitive suspension of obligations. This means continuing to identify beneficial owners, maintaining documentation readiness, and developing flexible compliance mechanisms that can be quickly activated. The most effective approach for businesses is to maintain a posture of informed vigilance. This requires continuous monitoring of legal developments, maintaining open communication channels with legal counsel, and maintaining the infrastructure for potential future reporting requirements. To avoid any potential violations or fines, businesses should still plan to submit their beneficial ownership information on or before January 1, 2025.
The Broader Context
This legal challenge is more than a technical regulatory dispute. It represents a fundamental debate about the extent of governmental oversight in corporate operations, the balance between transparency and privacy, and the constitutional limits of congressional power. The National Federation of Independent Business’s challenge touches on critical constitutional questions about congressional authority under the Commerce Clause and the Necessary and Proper Clause.
Conclusion
The December 2024 court ruling on the Corporate Transparency Act is not an endpoint but a critical waypoint in an ongoing regulatory journey. It underscores the dynamic nature of corporate compliance and the need for adaptable, forward-thinking strategies.
For businesses, the message is clear: preparation, flexibility, and strategic thinking are paramount. While the immediate reporting requirement has been suspended, the underlying need for corporate transparency remains a persistent regulatory priority.
1 Texas Top Cop Shop, Inc., et al. v. Garland, et al., No. 4:24-cv-478 (E.D. Texas Dec. 3, 2024).
2 National Small Business United et al. v. Yellen et al., No. 5:22-CV-1448-LCB, 2024 WL 899372 (N.D. Ala. Mar. 1, 2024).