Corporate Transparency Act ruled unconstitutional by district court

The US District Court for the Northern District of Alabama held the Corporate Transparency Act (CTA) unconstitutional. The CTA, which took effect on January 1, 2024, requires certain companies to submit beneficial ownership information reports to FinCEN. See generally The Corporate Transparency Act is here—are you ready?

Judge Liles C. Burke issued a memorandum opinion and final judgment finding that the CTA "exceeds the Constitution's limits on Congress' power" and enjoined FinCEN from enforcing the CTA against the plaintiffs. In his memorandum opinion, Judge Burke stated, "Because the CTA exceeds the Constitution’s limits on the legislative branch and lacks a sufficient nexus to any enumerated power to be a necessary or proper means of achieving Congress’ policy goals, the Plaintiffs are entitled to judgment as a matter of law." The Court further concluded it was unnecessary to decide whether the CTA violates the First, Fourth and Fifth Amendments as the CTA cannot be justified as an exercise of Congress’ enumerated powers.

FinCEN issued a press release in response to the ruling. FinCEN noted it will comply with the Court’s order "for as long as it remains in effect" and is not currently enforcing the CTA against the plaintiffs. The plaintiffs include the National Small Business Association (NSBA) and the entities that were members of the NSBA as of March 1, 2024.

However, the ruling has limited effect because it is not a nationwide injunction. The CTA remains in effect for all reporting companies, other than the plaintiffs. It is likely that FinCEN will appeal this ruling, and other companies may file similar lawsuits, in the Northern District of Alabama or in other jurisdictions, alleging that the CTA is unconstitutional.