Federal judges halt Corporate Transparency Act; Treasury admits fraudulent attempts to solicit information through CTA

By Bethany Blankley
The Center Square

Within one month of each other, two federal judges ruled that a law passed by Congress is “likely unconstitutional” and ruled in favor of small businesses.

At issue is the Corporate Transparency Act, which Congress passed in 2021, later overriding a veto issued by then President Donald Trump. The law requires entities incorporated under state law to disclose the personal information of their stakeholders, including current address, identification documents, and other sensitive information, to the Department of the Treasury’s Financial Crimes Enforcement Network.

After Trump’s veto was overridden, several small businesses in Texas sued U.S. Attorney General Merrick Garland, arguing the law was unconstitutional.

The first federal judge to issue a nationwide injunction halting enforcement of it in one case was Judge Amos Mazzant with the US District Court Eastern District of Texas Sherman Division. Mazzant said the reporting requirements in the law are “unprecedented” and mark “a drastic two-fold departure from history.”

The CTA “represents a federal attempt to monitor companies created under state law – a matter our federalist system has left almost exclusively to the several States. Second, the CTA ends a feature of corporate formation as designed by various States – anonymity,” he said, The Center Square reported. It’s also likely unconstitutional “as outside of Congress’s power. Because the Reporting Rule implements the CTA, it is likely unconstitutional for the same reasons.”

The next federal judge to rule on the CTA in a separate case was Judge Jeremy Kernodle with the U.S. District Court Eastern District of Texas Tyler Division.

“The Corporate Transparency Act mandates that millions of private entities formed under state law disclose sensitive personal information to federal law enforcement. The Act applies even to entities that are not alleged to be involved in a crime and to entities that are not engaged in interstate or foreign commerce. Failure to comply may result in fines, penalties, and imprisonment,” Kernodle notes in his 35-page ruling.

He also said the CTA “is unprecedented in its breadth and expands federal power beyond constitutional limits. It mandates the disclosure of personal information from millions of private entities while intruding on an area of traditional state concern.”

He also points out that the requirements rely on the “effects upon interstate commerce so indirect and remote that to embrace them . . . would effectually obliterate the distinction between what is national and what is local and create a completely centralized government,” citing federal case rulings. Because the U.S. Constitution “creates a Federal Government of enumerated powers,” he said the plaintiffs are “likely to succeed on the merits of their claim that the CTA and its implementing rule are unconstitutional.” He also said the plaintiffs “will be irreparably harmed if they are forced to comply with the new law and that the balance of equities and public interest favor an injunction and stay.”

The office of the Attorney General, which is not a party to the lawsuits, says penalties for noncompliance could result in fines of up to $500,000 and 10 years in jail.

The OAG’s amicus brief filed in support of the first lawsuit argues “the Constitution does not give Congress the power to unilaterally regulate the approximately 32.6 million organizations that have been granted formal corporate status by the States” and the CTA is “an unconstitutional attempt by the federal government to undermine States’ authority and crush small businesses under regulations, fines, and threats.”

The Treasury Department now notes that submitting information is voluntary due to ongoing litigation.

It also announced that there have been “fraudulent attempts to solicit information from individuals and entities who may be subject to reporting requirements under the Corporate Transparency Act.”

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