The Corporate Transparency Act’s Constitutional Challenge

By: Matthew L. Brust, Esq.

The Corporate Transparency Act (CTA), designed to enhance the federal government’s ability to combat financial crimes, has recently faced significant legal challenges. An Alabama Federal Court’s ruling has temporarily enjoined the enforcement of the CTA as to the plaintiffs in the case, sparking a series of legal debates and appeals.

The U.S. Department of Treasury is now actively contesting this decision in the Eleventh Circuit Court, arguing that the lower court misinterpreted the CTA’s intent and legal basis.

Analysis of the Legal Dispute

The crux of the dispute lies in the March 1 ruling by the U.S. District Court for the Northern District of Alabama, which ruled that the CTA is unconstitutional because it cannot be justified as an exercise of Congress’ enumerated powers. In a lengthy opinion, the court held that the plaintiffs did have standing and that the legislative powers cited by the government do not provide sufficient authority for the CTA. The plaintiffs did argue that the CTA violates the First, Fourth, and Fifth Amendments; however, the Court did not address these arguments.

In response, the Treasury emphasized in its appeal that the CTA is crucial for leveraging Congressional powers over commerce, foreign affairs, and taxation, as well as the President’s oversight of law enforcement and foreign affairs. The Act requires businesses to disclose their beneficial owners, which is a critical step in combating illegal activities such as tax evasion and money laundering that are often facilitated through opaque corporate structures.

Opponents of the CTA maintain that while the objectives of the CTA may be well-intentioned, the Act imposes excessively on states’ rights to regulate legal entities within their borders and encroaches upon the privacy rights of U.S. citizens.

Implications and Future Outlook

As this legal battle unfolds, the outcomes could significantly influence how corporate transparency is regulated in the U.S. The Treasury’s arguments suggest that a broader interpretation of Congress’ powers may be necessary to address modern financial crimes effectively. However, the balance between federal authority, states’ rights and individual privacy continues to be contentious.

Business and legal professionals will closely monitor these developments which promise to set important precedents for regulating corporate and financial practices.

What Does this Mean for Entities Subject to the CTA? 

In light of the narrow scope of the judgment in the case, the appeal, and FinCEN’s announcement, companies and persons that were not a plaintiff in the case or a member of the NSBA as of March 1, 2024, continue to be subject to the requirements of CTA.