The January deadline for covered businesses to register their beneficial ownership information is once again on hold following a Dec. 26 order from the Fifth Circuit Court of Appeals. The U.S. government has applied to the Supreme Court for a stay of the injunction, requesting it be lifted entirely, or in the alternative, limited only to the plaintiffs in the case.
According to an updated Jan. 2 statement from the Financial Crimes Enforcement Network: “In light of a recent federal court order, reporting companies are not currently required to file beneficial ownership information with FinCEN and are not subject to liability if they fail to do so while the order remains in force. However, reporting companies may continue to voluntarily submit beneficial ownership information reports.”
On Dec. 23, the Fifth Circuit lifted a nationwide injunction issued by the district court judge earlier this month in a Texas lawsuit challenging the Corporate Transparency Act, which requires covered businesses to report their beneficial ownership information to FinCEN. In response to the Fifth Circuit effectively reinstating the requirement to file, FinCEN delayed to Jan. 13 the deadline for most businesses to file their initial beneficial ownership information. Businesses created or registered on or after Dec. 3, 2025, were provided an additional 21 days from their deadline to file. Deadlines for companies created or registered on or after Jan. 1, 2025, were unchanged, with only 30 days to file.
Three days later, “in order to preserve the constitutional status quo while the merits panel considers the parties’ weighty substantive arguments,” the panel of Fifth Circuit judges that will consider the merits of the government’s appeal of the preliminary injunction vacated that decision and once again enjoined enforcement of the reporting rule and CTA. In response, FinCEN updated their website and removed the language delaying the deadlines to report, and instead informing reporting companies they could report on a voluntary basis, but were not required to do so.
The lawsuit in Texas was filed by the National Federation of Independent Business and several of its members. The plaintiffs argued that the CTA exceeded Congress’ authority to regulate interstate commerce, that it violates the First Amendment by compelling speech and infringing freedom of association and that it violates the Fourth Amendment by forcing the disclosure of private information.
Bankers should monitor FinCEN’s BOI page for updates and revised instructions.
