Corporate Transparency Act

On March 1, 2024, the U.S. District Court for the Northern District of Alabama in National Small Business United et al.  v. Janet Yellen et. al., Case No. 5:22-cv-1448-LCB,  held the Corporate Transparency Act (the “CTA”) to be unconstitutional. U.S. District Court Judge Liles C. Burke's Memorandum Opinion stated on page 52 “The CTA is unconstitutional because it cannot be justified as exercise of Congress’ enumerated powers.”

The Court’s holding asserts Congress lacks  the authority to require companies to disclose personal beneficial owner information to  the U.S. Treasury Department's criminal enforcement arm, the Financial Crimes Enforcement Network (FinCEN). The Court in so ruling, then permanently enjoined FinCEN from enforcing the CTA against the plaintiffs. Notably, the ruling applies narrowly to the plaintiffs in this case, leaving uncertainty regarding its implications for companies not a party to the litigation. It is anticipated Treasury will file an appeal to the U.S. Court of Appeals for the Eleventh Circuit.

FinCEN's response to this decision is available here.