A Parody - "Is it the End of the CTA As We Know It?"
And, should we feel fine?
Before jumping in, you may be tired of the frequent updates and reversals on the Corporate Transparency Act (CTA). To bring some levity to the situation, I recorded a parody of R.E.M.’s 1987 hit, It’s the End of the World As We Know It (And I Feel Fine) to give a quick rundown of where we currently stand with BOI reporting:
Here is a quick timeline of updates from the past few weeks for those who are interested:
January 7, 2025 - The U.S. District Court for the Eastern District of Texas (also in the 5th Circuit) granted a preliminary injunction against enforcement of the CTA’s filing requirements in favor of plaintiffs Samantha Smith and Robert Means only (not a nationwide injunction due to Texas Top Cop Shop pending in the same Circuit), who argued that the only function of their Texas limited liability companies was ownership of real estate and that this was not a function of “interstate commerce.” Thus, they argued, the CTA violated Congress’s powers to regulate interstate commerce and foreign commerce.
January 23, 2025 - the U.S. Supreme Court issued a stay of the 5th Circuit’s injunction against enforcement of the CTA from Texas Top Cop Shop. In other words, after this stay, the filing obligation was supposedly back in force. Here is a copy of the opinion:
January 24, 2025 - FinCEN posted an alert on their website, in the vein of prior notices relating to Texas Top Cop Shop. But, despite the fact that the effect of the U.S. Supreme Court stay effectively reinstated the filing requirement, FinCEN confirmed that while the Smith injunction is pending (which does not have nationwide effect), filing remains voluntary and no reporting companies will be liable for penalties for failure to file.
Where does that leave us? Oral argument in the 5th Circuit on the actual unconstitutionality claim against the CTA in Texas Top Cop Shop is scheduled for March 25, 2025. Many believed the outcome would be indicative of the future of the filing requirements. However, since FinCEN seemed willing to waive enforcement while Smith is pending, does that mean perhaps that the other cases would need to reach a disposition (notwithstanding the possibility that the 5th Circuit rules in favor of the U.S. government after the March oral arguments)?
We have no idea. For now, we find ourselves in the same position we have been in for almost 2 months as we question whether to have clients voluntarily file, or wait and see (and perhaps be forced to file in a rush if filing requirements are later reinstated).
While I cannot answer that question for you, I can (hopefully) provide you some entertainment, humor, and levity as I have (perhaps horribly) done above. (As one commenter on LinkedIn noted, I did a “good job, but [I should not] quit my day job.” But, if you enjoyed this video and wish to support me, feel free to share it with your peers who might get a laugh out of it.