BOIR Filing put on hold again...
The BOI reporting may soon be back in play.
We will continue to update this page until the Beneficial Owner's Information Reporting (BOIR) filing requirements outlined by the Corporate Transparency Act ("CTA") have been resolved. But pay attention as we have seen over the last couple of months, this can change at any point! Scroll down for more details.
Last updated Feb 6, 2025
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On February 5, 2026, the Department of Justice (DOJ) filed an appeal with the Fifth Circuit Court of Appeals of the U.S. district court’s preliminary injunction in Smith v. U.S. Department of the Treasury, which blocked the enforcement of the beneficial ownership information (BOI) reporting requirement. (Smith et. al. v. U.S. Department of Treasury, et al. (January 7, 2025) U.S. Dist. Ct., E. Dist. of Texas, Case No. 6:24-cv-0036)
The DOJ asked that the injunction be put on hold while the appeal proceeds. Although it is not guaranteed, given that the U.S. Supreme Court reversed the Fifth Circuit’s reinstatement of the preliminary injunction in the Texas Top Cop Shop decision (McHenry v. Texas Top Cop Shop, Inc. (January 23, 2025) U.S. Supreme Court, Case No. 24A653), it is likely that the Fifth Circuit will grant the DOJ’s request for a stay of the injunction. This means the beneficial ownership reporting mandate may be reinstated shortly.
In an alert posted today, FinCEN stated that if the injunction is lifted by the Fifth Circuit, it will extend the filing deadlines for all reporting companies by 30 days. FinCEN also stated that during this 30-day period it “will assess its options to modify further deadlines or reporting requirements for lower-risk entities, including many U.S. small businesses, while prioritizing reporting for those entities that pose the most significant national security risks.”
However, while the Smith court’s injunction remains in place, businesses are not currently required to file any initial reports or any updates or corrections, although they may do so voluntarily.
We will keep you apprised of any further developments as they occur.
Should you choose not to file until you are required to do so, we recommend that you continue to gather all necessary information to be ready to file should the reporting requirement be reinstated. As we have seen when the BOI reporting requirement was temporarily reinstated, FinCEN only gave businesses a short extension of the reporting deadlines.