The Corporate Transparency Act: Recent Challenges and Confusion
Jan 17, 2025
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Lili Martin-Mashburn, a partner at Morris, Manning & Martin, shares her expertise on the Corporate Transparency Act and its current legal challenges. She discusses ongoing litigation questioning the act's constitutionality, including significant cases from Alabama and the Small Business Association of Michigan. The implications for privacy rights and compliance uncertainty for businesses are highlighted. Lili emphasizes the need for companies to stay informed and prepared as the legal landscape evolves.
The Corporate Transparency Act aims to enhance business transparency and combat financial crimes, affecting an estimated 32.6 million businesses in 2024.
Recent court challenges to the CTA highlight constitutional concerns related to the Commerce Clause and the balance between privacy and regulatory authority.
Deep dives
Overview of the Corporate Transparency Act
The Corporate Transparency Act (CTA) is a significant legislative measure aimed at enhancing transparency in business ownership and combating illicit activities such as money laundering and tax evasion. Enforced by the Financial Crimes Enforcement Network (FinCEN), the CTA mandates that certain entities, referred to as reporting companies, disclose information about their business and beneficial owners. This legislation will apply to millions of businesses, with estimates suggesting it will affect 32.6 million businesses in 2024 alone. However, the CTA faces controversy due to its extensive reporting requirements and the associated penalties for non-compliance, which can include substantial fines and even imprisonment.
Judicial Challenges to the CTA
Several court challenges have arisen against the enforcement of the CTA, leading to significant legal uncertainty. One noteworthy case involves the Alabama District Court, which issued a preliminary injunction citing potential constitutional violations under the Commerce Clause, affecting only the plaintiffs in that case. Similar arguments have been echoed in other states, with varied outcomes; for instance, courts in Michigan and Oregon denied motions for injunctions against the CTA. The ongoing litigation and differing court opinions highlight the contentious legal landscape surrounding the CTA and its implications for small businesses.
Impact of Constitutional Arguments
The primary constitutional argument against the CTA revolves around the Commerce Clause, questioning Congress's authority to enforce this legislation on domestic businesses not engaged in interstate commerce. Opponents argue that merely forming a business does not constitute economic activity subject to Congressional regulation, citing cases like National Federation of Independent Business v. Sibelius. Conversely, the government asserts that forming an entity inevitably entails economic activities, thus falling within their regulatory reach. This tension between privacy concerns and national security needs complicates the judicial examination of the CTA, as courts navigate the balance between compliance and constitutional rights.
Lili Martin-Mashburn of Morris, Manning & Martin provides an update on where the Corporate Transparency Act stands in light of the recent litigation regarding its constitutionality.
** This episode is sponsored by the University of California Irvine School of Law Graduate Tax Program. For more information, visit law.uci.edu/gradtax.
*** Credits Host: David D. Stewart Executive Producers: Jasper B. Smith, Paige Jones Showrunner: Jordan Parrish Audio Engineers: Jordan Parrish, Peyton Rhodes
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