Alabama Court Declares Corporate Transparency Act Unconstitutional – What Next?

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Since going into effect on Jan. 1, 2024, the Corporate Transparency Act’s (CTA) new beneficial ownership reporting (BOI) requirement continues to spark conversation. Most recently, the U.S. District Court for the North District of Alabama ruled the CTA unconstitutional in a suit brought by the National Small Business Association (NSBA) against the Treasury. With this ruling, businesses are questioning whether to proceed with filing their own BOI reporting requirements.  

About BOI Reporting 

Under the CTA, corporations, limited liability companies and other business entities formally created in or registered to do business in the United States, U.S. territories or tribal lands, are required to report their beneficial owners to the Financial Crimes Enforcement Network (FinCEN). Most existing reporting companies (those formed before Jan. 1, 2024) must file their BOI reports before Jan. 1, 2025. New reporting companies formed in 2024 must file their initial reports within 90 calendar days from the date of receiving actual or public notice of their creation or registration becoming effective.  

Get more insight about BOI reporting requirements, including what information is required, when filings are due and more from our pros in this recent article.

File Now or Wait? 

Although the CTA was deemed unconstitutional in Alabama, businesses shouldn’t assume they no longer have to file their BOI reports. FinCEN has indicated the ruling only applies to the plaintiffs in the action, which includes the NSBA and its members as of March 1, 2024. Businesses should continue to work with their attorneys and/or accountants to prepare for their filings. The AICPA also recently issued a statement indicating businesses should continue to file BOI reports. 

In the meantime, we will continue to monitor this and potential future rulings to determine how they impact businesses who may be subject to BOI reporting.  

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Jeffrey McCann
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Jeffrey McCann is a Principal/Shareholder and is the Practice Leader of Doeren Mayhew's International Services Group.

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