Ruling is narrow and applies only to the plaintiff organization

A federal court has ruled the Corporate Transparency Act (CTA) – which mandates reporting of Beneficial Owner Information (BOI) by millions of businesses – is unconstitutional. 

However, the ruling is narrow and applies only to members of the plaintiff organization that brought the suit, National Small Business United. The BOI reporting requirements remain in place for more than 32 million businesses nationwide. 

In a statement responding to the ruling, the American Institute of Certified Public Accountants said “small businesses should continue to file BOI reports.“ 

The U.S. District Court for the Northern District of Alabama held that the CTA exceeds Congress’s authority. In a March 1 opinion in National Small Business United v. Yellen granted summary judgment to the small business advocacy group. The decision rejected the government’s arguments that the CTA is a sanctioned exercise of congressional taxing power and commerce clause authority. 

The U.S. Department of the Treasury, which administers the law through its FinCEN unit (Financial Crimes Enforcement Network), has not yet indicated whether the ruling will be appealed, but legal commentators expect the decision to be appealed to the 11th Circuit Court of Appeals and potentially overturned.  

What Should You Do? 

If your company is covered by the CTA’s Beneficial Owner Information reporting requirement, you are currently subject to comply with the law. If your company was in existence before Jan. 1, 2024, you have until Dec. 31, 2024, to make your first BOI report to FinCEN. If your company was created after Jan. 1, 2024, you have 90 days from the date of registration to comply. 

More information is available at FinCEN’s Beneficial Ownership Information web page.  

Why Was the CTA Enacted? 

Enacted in late 2020, the CTA is intended to help national security, intelligence and law enforcement agencies fight money laundering, the financing of terrorism and other illicit activity, as well as bring the U.S. into compliance with international anti-money laundering standards. However, the CTA has been criticized for having regulations so broadly written that it will apply to millions of small businesses. 

The CTA requires corporations, LLCs and similar entities to report the identities of “beneficial owners” – persons who own at least 25% of a business or who exercise significant control over a business – to FinCEN. The BOI reporting requirement applies only to small businesses with fewer than 20 employees and less than $5 million in annual consolidated gross receipts. 

FinCEN estimates 32.6 million small businesses would be affected by the BOI reporting requirement. 

We will keep you informed of further developments regarding CTA compliance. Contact an Adams Brown advisor if you have questions.