The Corporate Transparency Act

A major change in federal law will impact tens of millions of existing and new entities started on January 1, 2024.  This new law is called the Corporate Transparency Act (or “CTA”) and will implement a broad regime of disclosure and transparency designed to reveal entity owners and non-owners who have a certain degree of decision-making authority over the entity.

News
  • Miller Johnson Announces Court Decision in Small Business Association of Michigan v. Janet Yellen

    Miller Johnson achieved a significant victory for its clients in the case of Small Business Association of Michigan et al. v. Janet Yellen et al. In this case, the federal court in the Western District of Michigan ruled that the Corporate Transparency Act violates the Fourth Amendment’s protections against unreasonable searches and seizures.

Publications
  • Corporate Transparency Act – Impacting Real Estate Owners

    Through the CTA, the U.S. Treasury Department (Treasury) hopes to reduce money laundering and other illegal flow of funds otherwise hidden through entities used for various investment and financial transactions. Within the Treasury crosshairs is the ubiquitous real estate holding company.

  • The Large Operating Company Exception to the CTA

    The large operating company exception appears straightforward at first. Entities are exempt if they meet a specific set of criteria. Easy enough, right? Not so fast.

  • Navigating the Corporate Transparency Act: FinCEN’s Guidance on Dissolved Entities

    The Financial Crimes Enforcement Network (FinCEN) has recently issued detailed guidance on the reporting obligations for dissolved entities under the Corporate Transparency Act (CTA).

  • The CTA, BOIR Filings and Third Parties

    It is important to remain vigilant about compliance with the Corporate Transparency Act and getting an entity’s BOIR report filed in a timely manner.

  • Miller Johnson files lawsuit challenging the constitutionality of the federal Corporate Transparency Act (CTA)

    On March 26, 2024, Miller Johnson filed a lawsuit challenging the constitutionality of the federal Corporate Transparency Act (CTA). Miller Johnson represents the Small Business Association of Michigan, the Chaldean Chamber of Commerce, Steward Media Group, LLC, Power Connections Co, LLC, Derek Dickow, Semper Real Estate Advisors, LLC, and Timothy Eisenbraun.

  • Federal District Court Holds Corporate Transparency Act Unconstitutional As Applied Against the NSBA

    The Corporate Transparency Act, enacted on January 1, 2021 and effective January 1, 2024, directs the U.S. Department of the Treasury’s Financial Crimes Enforcement Network to establish a nationwide database of beneficial ownership of certain corporations and other legal entities.

  • The Corporate Transparency Act is Now Live: Are You Prepared?

    As we announced at the end of 2023, the Corporate Transparency Act (CTA) went into effect January 1, 2024.  The seminal purpose of the CTA is to give the U.S. Financial Crimes Enforcement Network an additional tool to prevent money laundering, financial crimes, and related illegal activity in the U.S.’s financial system that are conducted through the veil of one or more entities.

  • New Year to Bring Dramatic New Beneficial Ownership Reporting Obligations for Millions of Companies

    A major change in federal law will impact tens of millions of existing and new entities starting on January 1, 2024.  This new law is called the Corporate Transparency Act (or “CTA”) and will implement a broad regime of disclosure and transparency designed to reveal entity owners and non-owners who have a certain degree of decision-making authority over the entity.

  • “Reporting Company" Exceptions in the Corporate Transparency Act

    This alert expands on the exemptions to the definition of a “Reporting Company” which effectively removes an entity from compliance obligations.

  • Be Prepared: The CTA Remains a Potential Year-End Nightmare

    Heading into the home stretch of 2024, have you assessed whether the Corporate Transparency Act (CTA) applies to your entit(ies)?  If you are unsure whether or how to comply with this sweeping and confusing new federal law, Miller Johnson invites you to contact our CTA Taskforce.

  • FinCEN Announces Filing Relief for Reporting Companies Impacted by Hurricane Helene

    On 10/29/2024, FinCEN extended the deadline for victims of Hurricane Helene to submit benefit ownership information (“BOI”) reports.

  • CTA Update: Corporate Transparency Act Enforcement Halted Nationally

    The United States District Court for the Eastern District of Texas has issued a nationwide preliminary injunction prohibiting – for now – the enforcement of the Corporate Transparency Act and its implementing rules and regulations.

  • FinCEN Seeks Reinstatement of CTA Reporting

    The Financial Crimes Enforcement Network (“FinCEN”) is seeking to reinstate its ability to enforce the Corporate Transparency Act (the “CTA”) following the issuance of a nationwide injunction earlier this month.

  • Year-End Chaos Pushes CTA to the Brink

    The Corporate Transparency Act (CTA) has been the subject of numerous legal challenges over the past year, culminating in a series of on-again, off-again injunctions, reinstatements and stays, and ultimately reverting to a nationwide injunction on CTA enforcement on December 26, 2024.

  • CTA Filings Remain Voluntary, FinCEN Confirms, Despite Supreme Court Decision

    While the Supreme Court granted the Government’s request for a stay, FinCEN has confirmed that a nationwide injunction remains in effect because the decision did not directly impact a separate nationwide injunction issued by another judge in a separate case filed in the same district court.

  • Feds Continue to Seek CTA Enforcement, but with Potential Relief for “Low Risk” Entities

    Earlier in February, the Department of Justice under the new Trump Administration filed a motion to lift the sole remaining nationwide injunction on Corporate Transparency Act (CTA) enforcement in Smith, et al. v. U.S. Department of the Treasury, et al.

  • Here We Go Again: CTA Injunction Lifted, New Filing Deadline Set for March 21

    The sole remaining nationwide impediment to Corporate Transparency Act (CTA) enforcement was lifted earlier this week in response to a January ruling by the U.S. Supreme Court and a February petition in a separate (but related) case by the Department of Justice under new Trump Administration leadership.

  • Wait, Just Kidding. Treasury Suspends CTA Enforcement, Promises New Rule to Exempt U.S. Reporting Companies.

    Earlier this week, Treasury announced that it would not issue any fines or penalties (or take any other enforcement actions) based on a failure to file or update beneficial ownership information (BOI) within the current Corporate Transparency Act (CTA) deadlines, which were most recently extended to March 21, 2025.

Webinars
  • The Corporate Transparency Act Is Coming: Understanding the Impact

Team Members
  • Erik R. Daly

    Business/Corporate

  • Raj A. Malviya

    Private Client

  • Neil Marchand

    Litigation

  • R. Ryan McNally

    Real Estate

  • Matthew M. O'Rourke

    Employment

  • Chelsea Austin

    Business/Corporate

  • John T. Brown

    Business/Corporate

  • Neil J. Marchand

    Litigation

  • Hilary Moir

    Private Client

  • Marcus C. Hoekstra

    Business/Corporate

  • David (Wei) Wang

    Business/Corporate