Corporate Transparency Act Deemed Unconstitutional: Implications for Beneficial Ownership Reporting

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Posted on March 7, 2024 by Elisa Jean-Newman in Business Compliance.

Court Ruling Prevents NSBA Members From Having to Report BOI

A US Federal District Court has ruled that the Corporate Transparency Act, which requires businesses to disclose personal information to FinCEN, is unconstitutional. The court granted summary judgment for the National Small Business Association (NSBA) in a lawsuit filed in 2022, stating that the CTA unfairly burdens small businesses and could cost an average of $8,000 in the first year of reporting. The ruling permanently enjoins the government from enforcing the CTA against the plaintiff. The decision was made by Judge Liles C. Burke, who released a 53-page opinion on Friday, March 1, 2024.

Reporting Ban Applies to Less Than 1% of Organizations Impacted by New Requirements

This ruling only applies to the NSBA and its members. The Financial Crimes Enforcement Network (FinCEN) clarified that the ruling only affects the plaintiffs, “Isaac Winkles, reporting companies for which Isaac Winkles is the beneficial owner or applicant, the National Small Business Association, and members of the National Small Business Association (as of March 1, 2024).” Therefore, these parties are currently not required to report any beneficial ownership information to FinCEN.

Roughly 40,000 businesses will be impacted by the ruling, a vanishingly small percentage of the 30+ million organizations FinCEN estimates will need to report BOI in 2024.

Vast Majority of Businesses Should Proceed with BOI Reporting as Previously Planned

There have been no public announcements regarding the next steps in the court case. However, the decision will likely be appealed, and a request for a stay of judgment will be filed with the district court.

No other lawsuits against the CTA are currently in progress. Although many organizations have requested a delay in CTA enforcement, neither Congress nor the Treasury has shown any interest in extending the deadline beyond January 1, 2024.

While it’s unlikely that the Treasury will issue guidance suspending CTA enforcement while the appeals process continues, businesses should still consider filing to meet their CTA deadlines. Failure to file on time could result in significant fines and penalties, including potential jail time. Although filing may result in some costs, it provides peace of mind and satisfies CTA regulations.

How Harbor Compliance Can Help

Harbor Compliance has been leading the way in delivering technology-based business compliance services since 2012. Our primary focus is on securely collecting information and integrating it with government agencies to accurately and promptly complete filings. BOI reporting is just one of the many requirements we’re well-equipped to handle.

We have established long-lasting partnerships with CPAs, attorneys, and service companies. These professionals utilize our partner program to offer their clients industry-leading compliance solutions.

Our BOI Reporting Service is the easiest way to put this requirement behind. Get started today and experience:

  • User-friendly information collection: Filling out our information forms is a breeze with helpful instructions.
  • Support for future filings: Data is saved for future use, and corrected and amended reports are included.
  • Multi-entity filer capabilities: Save even more time by providing beneficial ownership information only once.
  • Data security: Rest easy knowing our technology is SOC 2-compliant and our forms are encrypted.
  • Client support in every engagement: Client answers are just a call away, and partners receive dedicated support.
  • Optional comprehensive compliance support: Reuse the data provided for broader multistate filings.