A Texas Federal Judge blocked the Corporate Transparency Act (CTA) and halted the Beneficial Ownership Information Report (BOI) just days before a significant registration deadline for LLC owners across the country. If reinstated by the courts, this reporting will impact approximately 32 million LLCs in the United States.
U.S. District Judge Amos Mazzant from East Texas issued the nationwide injunction, stating that CTA and the creation of the BOI mandate fall outside of Congress’s powers to regulate interstate and foreign commerce.
“The fact that a company is a company does not knight Congress with some supreme power to regulate them in all aspects—especially through the CTA, which does not facially regulate commerce,” Mazzant wrote.
This ruling temporarily stops the law from being implemented, which required LLC owners and other categories of businesses to submit personal and business information to the U.S. Treasury Department’s Financial Crimes Enforcement Network by December 31st, 2024.
The CTA is a bipartisan legislation created by Congress to assist law enforcement in uncovering shell companies and preventing money laundering, terrorism financing, and illicit economic activity. Several groups, however, have argued in the courts that the law infringes on civil liberties and overreaches federal authority.
Earlier this year, an Alabama judge also found the act unconstitutional but limited their ruling to the National Small Business Association members, who started the lawsuit against the government law.
On his written remarks, Judge Mazzant called the CTA-BOI quasi- Orwellian.
What is BOI? Understanding BOI and The Corporate Transparency Act
In essence, BOI is a database of LLCs created by Congress under the Corporate Transparency Act.
The Corporate Transparency Act, or CTA, signed into law by Congress in January 2021, aims to enhance corporate transparency and combat illicit financial activities, such as money laundering, tax evasion, and terrorism financing. The Act introduces new regulations mandating companies to disclose their beneficial ownership information to the Financial Crimes Enforcement Network (FinCEN). FinCEN is the top Financial Intelligence Unit under the United States Department of the Treasury, dedicated to combatting financial crimes within the USA.
What Is Beneficial Ownership?
Beneficial ownership refers to the individuals who ultimately own or control a company, even if their names aren’t on legal formation documents. This could include individuals who hold significant ownership percentages or exercise substantial control over the company.
Read more details about BOI here.
BOI: What Business Attorney Marcos Recommends
Attorney Marcos E. Garciaacosta has been following the developments of the BOI report carefully and he recommends business owners to follow course.
As of November 2024, only approximately 6 million LLCs have filed the BOI report, according to FinCEN.gov, the agency from the Department of Justice in charge of implementing the BOI Report.
The ongoing legal battles leave the future of the act uncertain as courts weigh its potential impact on civil liberties and the balance of state and federal authority.
Contact Attorney Marcos to Talk about BOI or Other Business Matters
Reach out to our firm if you have any questions regarding CTA-BOI compliance or if you have other business law, intellectual property issue in your plate.
You can contact us at (480) 324-6378 and we will schedule a consultation with Attorney Marcos E. Garciaacosta.