In National Small Business United, d/b/a the National Small Business Association, et al., v. Yellen, et al., the United States District Court for the Northern District of Alabama ruled that the Corporate Transparency Act (CTA) is unconstitutional.
The Court reviewed the federal government’s assertions that the CTA falls within the scope of the Commerce, Taxing, and Necessary and Proper Clauses and under Congress’ foreign affairs and national security powers. Ultimately, the Court held that the Constitution does not authorize the CTA. The Court went on to conclude that the CTA “cannot be justified as an exercise of Congress’ enumerated powers.”
The federal government will likely appeal to the United States Court of Appeals for the Eleventh Circuit, but the district court’s decision could encourage similar constitutional challenges to the CTA.
FinCEN’s press release concerning the ruling, which can be accessed here, indicates that it views the judgment as enjoining enforcement against only (i) Isaac Winkles and the National Small Business Association (NSBA), the plaintiffs in the case; (ii) reporting companies for which Isaac Winkles is the beneficial owner or company applicant and (iii) members of the NSBA as of March 1, 2024. The CTA’s reporting requirements otherwise remain in effect, and those not exempted from the Act’s requirements remain subject to enforcement and penalties for noncompliance.
Unless and until the Act is struck down in a final, non-appealable ruling, reporting companies should continue to adhere to CTA filing requirements.
For further questions regarding this update, contact Liskow attorneys Leon Rittenberg III, Julie Chauvin, Marilyn Maloney, Trey Reymond and Ben Parks and visit our CTA website page.
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