On December 3, 2024, the U.S. District Court for the Eastern District of Texas issued a nationwide preliminary injunction temporarily blocking enforcement of the Corporate Transparency Act (CTA) and its reporting rule (Reporting Rule). This ruling halts the requirement for reporting companies to disclose beneficial ownership information to the Financial Crimes Enforcement Network (FinCEN), despite the looming January 1, 2025, compliance deadline for reporting companies formed prior to 2024. The injunction applies nationwide, meaning that all companies subject to the CTA’s reporting requirements are now exempt from filing beneficial ownership reports until further notice.
In its order, the Court noted:
“…the CTA is a law enforcement tool—not an instrument calibrated to protect commerce; an exercise of police power, rather than a regulation of an activity which might impair commerce among the several states. This the Commerce Clause will not tolerate.”
This statement underscores the Court’s view that the CTA oversteps constitutional limits, and while this ruling temporarily pauses compliance obligations, the final impact remains uncertain. Businesses should stay informed and proactive as the legal battle over the CTA unfolds, particularly in light of harsh penalties for non-compliance. Reporting companies should also carefully follow legal advice and continue gathering the required information. If legal advice is to suspend reporting in light of the Court’s ruling, reporting companies should still be prepared to file, at a moment’s notice, to meet the January 1, 2025, deadline if enforcement resumes after further Court action.
The CTA Defined and Debated: Insights from Bridgeford
At the South Dakota Trust Association’s 8th Annual Fall Forum in October, David Warren, Co-Founder and Chairman of Bridgeford Trust Company, delivered a presentation titled The Corporate Transparency Act is Here: Now What? Held in Deadwood, South Dakota, the event brought together trust industry leaders to examine the latest developments in legislation, trends, and compliance requirements.
David’s session explored the CTA, its sweeping reporting requirements for corporations, LLCs, and other entities, and the debate it has sparked due to its impact on privacy and administrative complexity. In his presentation, David outlined several critical aspects of the CTA:
- Reporting Requirements, Exemptions, and Penalties: Entities must disclose beneficial ownership information to FinCEN, with harsh penalties for non-compliance, including fines and imprisonment.
- Privacy Protections: While the CTA mandates extensive transparency, it includes privacy safeguards enforced by FinCEN to protect beneficial owners’ personal information.
- Privacy in a Transparent World: The CTA’s impact on trust and estate planning, and how individuals and entities might need to restructure their trusts and holding companies to maintain privacy and asset protection.
Even as the CTA faces legal uncertainties, it challenges traditional notions of confidentiality, making it critical to understand and prepare for its potential implications. During the presentation, David emphasizes the need for proactive compliance and innovative strategies to adapt to this new transparency regime, highlighting how South Dakota’s trust laws, including Directed Trusts and robust privacy provisions, provide effective solutions to these challenges.
Watch the Full Presentation
If you missed the Fall Forum or want to explore the CTA’s implications in more detail, you can now watch David’s full presentation on Bridgeford’s YouTube Channel.
We will continue to follow the rollout of the CTA and its evolving challenges. To help advisors and clients stay informed, Bridgeford Trust Company has created a dedicated CTA Resource Page, offering timely updates and insights.
If you have questions about the CTA, its impact on trust planning, or compliance strategies, we encourage you to contact us via our contact page or by calling (605) 224-9189.