CTA Update: Companies Not Required To File Under The CTA, Despite Supreme Court Stay

Despite a Supreme Court order issued on January 23, 2025, as of January 24, 2025, FinCEN has stated they are not requiring companies to file under the CTA. On January 23, 2025, the U.S. Supreme Court, in an unsigned order, granted the federal government’s emergency application to stay a nationwide injunction that had blocked enforcement of the Corporate Transparency Act (the “CTA”). The stay will remain in effect until the Fifth Circuit Court of Appeals fully considers the merits of the nationwide injunction originally issued by U.S. District Judge Amos Mazzant [1], as well as any timely petition for certiorari to the Supreme Court. Justice Gorsuch concurred with the grant of the stay, noting he would have gone a step further and “resolve[d] definitively the question [of] whether a district court may issue universal injunctive relief.” Justice Jackson penned the sole dissent, expressing her hesitancy towards the Court’s involvement when the Fifth Circuit was already expediting the federal government’s request to appeal the Texas Top Cop Shop decision. Notably, Justice Jackson expressed how she remained unconvinced by the government’s argument that a stay against the injunction was necessary to avoid grave harm, pointing out that the federal government had already set the enforcement of the CTA “nearly four years” after it had passed through Congress. Whatever harm the non-enforcement of the CTA would have caused would have “likely occurred during that (four-year) period.”

On Friday morning, January 24, FinCEN issued an alert observing a separate nationwide injunction “remains in place” due to the order issued by a different federal judge in Texas (Smith v. U.S. Department of the Treasury [2]) and as a result, “reporting companies are not currently required to file beneficial ownership information” despite the Supreme Court’s stay. FinCEN further stated reporting companies “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.” Concurrently, two Bills introduced in the current House and Senate on January 15, 2025 seek to repeal the CTA. [3]

We are continuing to monitor all judicial and legislative developments. For more information on the Corporate Transparency Act, please click here.

[1] Texas Top Cop Shop, Inc., et al., v. Merrick Garland, Attorney General of the United States, et al. (Civil Action No. 4:24-CV-47).

[2] Smith et al v. United States Department of The Treasury et al, No. 6:2024cv00336 – Document 30 (E.D. Tex. 2025)

[3] H.R.425 — 119th Congress (2025-2026), sponsored by Rep. Warren Davidson (R-OH-8), and S.100 — 119th Congress (2025-2026), sponsored by Sen. Tommy Tuberville (R-AL).