Corporate Transparency Act Update: Recent Court Rulings and Why Businesses Should File Beneficial Ownership Reports Now

As the January 1, 2025, deadline approaches for Corporate Transparency Act (CTA) compliance, recent court rulings have reinforced the importance of businesses preparing to file their Beneficial Ownership Information (BOI) reports with the Financial Crimes Enforcement Network (FinCEN). These filings are a key component of the CTA, which aims to combat money laundering and financial crimes by requiring businesses to disclose individuals who own or control their company. 

Court Rulings Uphold the Corporate Transparency Act 

The Corporate Transparency Act has faced multiple legal challenges, but recent court decisions show the law is here to stay. Last week, the 11th Circuit Court of Appeals reviewed the case National Small Business United v. Yellen, where challengers argued that the CTA was unconstitutional. Previously, an Alabama district court ruled in favor of the plaintiffs, blocking the law’s enforcement. However, during the September 27 oral arguments, the appellate court seemed skeptical of these claims, particularly around Fourth Amendment concerns and whether Congress exceeded its powers under the commerce clause. 

Similarly, a federal district court in Oregon recently denied a preliminary injunction in another CTA case, affirming that the law falls within Congress’ authority under the commerce clause. The court dismissed privacy concerns raised by plaintiffs, concluding that the beneficial ownership reporting requirements do not violate the Fourth Amendment. 

These rulings indicate that the Corporate Transparency Act compliance requirements are unlikely to be overturned, and businesses should prepare to meet the upcoming deadline. 

Why Businesses Should Prepare Now for BOI Filing 

With just 90 days until the January 1, 2025, deadline for BOI reporting under the CTA, businesses need to start gathering the necessary information to avoid penalties. While the reporting process may take as little as 10 minutes for some companies, larger business entities may require more time to compile the required data on beneficial owners. Waiting until the last minute could lead to delays and potential fines. 

Key Points for Businesses: 

• 11th Circuit Case: The appellate court appeared unconvinced by arguments that the CTA is unconstitutional, particularly regarding Congress’ authority under the commerce clause. 
• Oregon Ruling: A federal court upheld the law, denying a motion to block its enforcement and reinforcing that beneficial ownership reporting is required. 
• Filing Deadline: Beneficial ownership reports are due by January 1, 2025. Businesses should act now to ensure compliance and avoid penalties. 

 Why Beneficial Ownership Information Matters 

The Corporate Transparency Act’s BOI reporting requirements help the government combat financial crimes, including money laundering and terrorist financing. By requiring businesses to report their beneficial owners, the government gains valuable insight into the true owners and controllers of companies, enhancing transparency in the U.S. business environment. 

Final Thoughts: Prepare for CTA Filing 

With federal courts upholding the Corporate Transparency Act, businesses should focus on complying with BOI reporting requirements. Start gathering beneficial ownership information now to avoid penalties and ensure compliance with the January 1, 2025, deadline. 

By acting early, businesses can ensure they meet all legal requirements under the Corporate Transparency Act and avoid last-minute scrambling. Compliance with FinCEN’s rules is crucial, and with recent court decisions reinforcing the law’s validity, there’s no time to waste. 

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