On March 1, 2024, the federal district court in the Northern District of Alabama declared in the case of National Small Business United v. Yellen that the Corporate Transparency Act (“CTA”) exceeds the Constitution’s limits on Congress’s power. The court enjoined the Department of the Treasury and Financial Crimes Enforcement Network (“FinCEN”) – the agency responsible for implementing the CTA – from enforcing the CTA against the plaintiffs in this case. While the ruling enjoins enforcement only against the plaintiffs in the specific case, the rationale used by the court is a broad rejection of the constitutionality of the statute, rather than a more tailored “as applied” rationale. Following the ruling, FinCEN issued a statement clarifying it will only cease enforcement with respect to the specific plaintiffs in the case, rather than with respect to all reporting companies. Those plaintiffs include Isaac Winkles, reporting companies for which Isaac Winkles is the beneficial owner or applicant, the National Small Business Association (“NSBA”), and members of the NSBA as of March 1, 2024 (collectively, the “Plaintiffs”). As of now, the CTA and its beneficial ownership information (“BOI”) reporting requirements remain in effect for all other entities that are required to report BOI to FinCEN under the CTA.Continue Reading Federal Court Finds Corporate Transparency Act Unconstitutional: Navigating Implications for Reporting Companies

As of January 1, 2024, the Corporate Transparency Act (CTA) is effective, impacting millions of entities. On September 30, 2022, the US Department of the Treasury’s Financial Crimes Enforcement Network (FinCEN) published a final rule to implement the beneficial ownership information (BOI) reporting provisions of the CTA, which was enacted as part of the Anti-Money Laundering Act of 2020 within the National Defense Authorization Act for Fiscal Year 2021.  Note that since the final rule was published, which was the subject of a prior blog post, FinCEN has made several modifications.

The CTA is intended to protect US national security and the US financial system by preventing and combatting fraud, corruption, money laundering, and terrorist financing, among other illicit activities, by parties seeking to hide money and other assets in the United States via shell companies and other opaque legal structures. The law aims to provide essential information to national security, intelligence, and law enforcement agencies by requiring certain business organizations and entities to report information to FinCEN about the beneficial owners and controllers of such organizations and the individuals who have filed an application with specified government authorities to form the entity or register it to do business. The FinCEN rule implementing the CTA’s BOI reporting provisions describes who must file a beneficial ownership information report, what information must be reported, and when a report is due.

The CTA has widespread application, and it is expected that an estimated 33 million entities are now subject to the new BOI disclosure rule.Continue Reading Beneficial Ownership Reporting Requirements Under the Corporate Transparency Act Are Now In Effect