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.

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

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

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.

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.

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.

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.

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.

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

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.

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

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.

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.

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.

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.

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.

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.

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.