Last week, a Federal Court in Texas issued a nationwide injunction “pausing” the Beneficial Ownership Interest (BOI) requirements under the Corporate Transparency Act (CTA). Until the injunction is lifted, there is no requirement to file. This does not mean this goes away forever, however.
There is a chance the injunction could be lifted, if the court agrees with the Government’s position through the appeals process. The opinion is very interesting from a constitutional standpoint. The appeals process typically takes a good amount of time.
So, the question is: do you file or not file? The classic lawyer answer is: it depends.
According to the BOI’s website:
BOI e-Filing Alert:
Please note that beneficial ownership information reporting requirements have been affected by a recent federal court order. The Department of the Treasury is appealing that order. In the meantime, reporting companies are not currently required to file a BOIR and are not subject to liability if they fail to do so while the applicable order remains in force.
However, reporting companies may still opt to file a BOIR.
More information is available on our website (https://www.fincen.gov/boi](https://www.fincen.gov/boi)).
Source: https://boiefiling.fincen.gov
The FinCen website currently contains this notice:
While this litigation is ongoing, FinCEN will comply with the order issued by the U.S. District Court for the Eastern District of Texas for as long as it remains in effect. Therefore, reporting companies are not currently required to file their beneficial ownership information with FinCEN and will not be subject to liability if they fail to do so while the preliminary injunction remains in effect. Nevertheless, reporting companies may continue to voluntarily submit beneficial ownership information reports.
Source: https://www.fincen.gov/boi
As a result, it is a business decision whether to file a report while the appeal is pending. You can voluntarily do so. While the appeal is pending, there’s no liability for not filing. There will likely be a time period to file, if the appeal overturns the injunction.
