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Corporate Transparency Act Update

As anticipated, the finding by a federal judge in Alabama that the Corporate Transparency Act is unconstitutional has prompted (or at least been echoed by) challenges elsewhere, including in federal courts in Maine and in Michigan.

FinCEN filed its appeal notice in the Alabama suit earlier this month, meaning that a decision by the 11th Circuit Court of Appeals may be forthcoming. The suits in Maine and Michigan were brought in courts covered by the 5th and 6th Circuit Courts of Appeals, which could be the beginning of a series of events that brings the question of the CTA’s constitutionality before the United States Supreme Court as a result of a possible Circuit split. The matter could also make its way to the high Court in response to an injunction issued in one or more of these matters.

Therefore, reporting companies that were formed prior to January 1, 2024, may find it advantageous to continue collecting their beneficial owner information but postpone filing the report until some of these matters have worked through their respective processes. Entities created on or after January 1, 2024, however, will still need to file their reports within 90 days of filing their organizing documents, as their reporting obligations have not been excused.

This alert serves as a general summary and does not constitute legal guidance. Please contact us with any specific questions.

Robert D. Burgee is an attorney at Fraser Trebilcock with over a decade of experience counseling clients with a focus on corporate structures and compliance, licensing, contracts, regulatory compliance, mergers and acquisitions, and a host of other matters related to the operation of small and medium-sized businesses and non-profits. You can reach him at 517.377.0848 or at