Listen to this post

In National Small Business United, d/b/a the National Small Business Association, et al., v. Yellen, et al., the United States District Court for the Northern District of Alabama ruled that the Corporate Transparency Act (CTA) is unconstitutional.

The Court reviewed the federal government’s assertions that the CTA falls within the scope of the Commerce, Taxing, and Necessary and Proper Clauses and under Congress’ foreign affairs and national security powers. Ultimately, the Court held that the Constitution does not authorize the CTA. The Court went on to conclude that the CTA “cannot be justified as an exercise of Congress’ enumerated powers.”

The federal government will likely appeal to the United States Court of Appeals for the Eleventh Circuit, but the district court’s decision could encourage similar constitutional challenges to the CTA.   

FinCEN’s press release concerning the ruling, which can be accessed here, indicates that it views the judgment as enjoining enforcement against only (i) Isaac Winkles and the National Small Business Association (NSBA), the plaintiffs in the case; (ii) reporting companies for which Isaac Winkles is the beneficial owner or company applicant and (iii) members of the NSBA as of March 1, 2024. The CTA’s reporting requirements otherwise remain in effect, and those not exempted from the Act’s requirements remain subject to enforcement and penalties for noncompliance.

Unless and until the Act is struck down in a final, non-appealable ruling, reporting companies should continue to adhere to CTA filing requirements.

For further questions regarding this update, contact Liskow attorneys Leon Rittenberg III, Julie Chauvin, Marilyn Maloney, Trey Reymond and Ben Parks and visit our CTA website page.

Disclaimer: This Blog/Web Site is made available by the law firm of Liskow & Lewis, APLC (“Liskow & Lewis”) and the individual Liskow & Lewis lawyers posting to this site for educational purposes and to give you general information and a general understanding of the law only, not to provide specific legal advice as to an identified problem or issue. By using this blog site you understand and acknowledge that there is no attorney-client relationship formed between you and Liskow & Lewis and/or the individual Liskow & Lewis lawyers posting to this site by virtue of your using this site. The Blog/Web Site should not be used as a substitute for legal advice from a licensed professional attorney in your state regarding a particular matter.

Privacy Policy: By subscribing to Liskow & Lewis’ E-Communications, you will receive articles and blogs with insight and analysis of legal issues that may impact your industry. Communications include firm news, insights, and events. To receive information from Liskow & Lewis, your information will be kept in a secured contact database. If at any time you would like to unsubscribe, please use the SafeUnsubscribe® link located at the bottom of every email that you receive.

Print:
Email this postTweet this postLike this postShare this post on LinkedIn
Photo of Benjamin "Ben" M. Parks Benjamin "Ben" M. Parks

Ben Parks is an attorney in the firm’s Business Law practice group.

During law school, Ben was a member of the Louisiana Law Review, where he served as Development Editor. Ben also served as judicial extern, in the United States District Court for…

Ben Parks is an attorney in the firm’s Business Law practice group.

During law school, Ben was a member of the Louisiana Law Review, where he served as Development Editor. Ben also served as judicial extern, in the United States District Court for the Middle District of Louisiana, to the Honorable Brian A. Jackson.

Photo of Leon H. Rittenberg III Leon H. Rittenberg III

Leon Rittenberg III is a New Orleans native. His practice focuses on serving the needs of small and mid-sized businesses and their owners; including philanthropy and non-profit law, taxation, finance, private equity, estate planning, probate, real estate, mergers and acquisitions and related matters.

Leon Rittenberg III is a New Orleans native. His practice focuses on serving the needs of small and mid-sized businesses and their owners; including philanthropy and non-profit law, taxation, finance, private equity, estate planning, probate, real estate, mergers and acquisitions and related matters. Leon represents the interests of a number of private investors, oil service businesses, marine transportation companies and physician groups. He is a Board Certified Tax Specialist and Board Certified Estate Planning & Administration Specialist, as certified by the Louisiana Board of Legal Specialization. He frequently lectures in areas such as taxation, estate planning and maritime transactions.

Leon is a Fellow of the American College of Tax Counsel. He has been recognized by Chambers USA (Louisiana Marine Finance – 2021; Louisiana Corporate/M&A: Tax section – 2017), Louisiana Super Lawyers (Tax, Estate Planning & Probate and Business/Corporate), and the Best Lawyers in America (Non-Profit/Charities Law and Trusts & Estates) since 2007, and by New Orleans Magazine as one of their “Top Lawyers of New Orleans” for his work in Equipment Finance Law, Mergers & Acquisitions Law and Tax Law. New Orleans City Business selected him for their Leadership in Law class of 2014, which “identifies and honors 50 outstanding legal professionals whose successes in law and contributions to the community have set the pace for the legal community.”

Photo of Julie Chauvin Julie Chauvin

Julie Chauvin practices in the areas of estate planning, real estate and business transactions.

In her estate planning practice, Julie advises clients, including business owners and high net worth individuals, on wills, trusts, marital agreements and other estate planning matters. Julie also works

Julie Chauvin practices in the areas of estate planning, real estate and business transactions.

In her estate planning practice, Julie advises clients, including business owners and high net worth individuals, on wills, trusts, marital agreements and other estate planning matters. Julie also works with family members and executors or administrators on succession matters and assists litigation attorneys in succession and fiduciary litigation.

Julie represents owners, developers, and lenders in the acquisition, leasing, financing, and development of commercial real estate. Julie issues title insurance on behalf of lenders and owners as a licensed title insurance agent for Liskow’s title agency, Lewis Title Co., Inc.

As a business attorney, Julie represents clients on both sides of transactions, including walking clients through due diligence and handling contract negotiations. She also regularly advises clients on corporate and LLC governance matters and prepares purchase agreements, employment agreements, and entity formation and governance documents. Julie has also assisted local banks on commercial loan transactions.

Julie has been recognized as a top lawyer in The Best Lawyers in America and Acadiana Profile magazine.

Julie serves on the Firm’s Board of Directors, Strategic Planning Committee and Pension Committee, and is the Head of Office Administration for the Firm’s Lafayette office.

Photo of Marilyn C. Maloney Marilyn C. Maloney

Marilyn Maloney is a Houston-based business lawyer helping clients with commercial lending, energy deals, real estate, intellectual property, mergers and acquisitions, corporate trust and other commercial transactions. Marilyn, who was founding chair of the firm’s Houston office, has years of experience throughout Texas…

Marilyn Maloney is a Houston-based business lawyer helping clients with commercial lending, energy deals, real estate, intellectual property, mergers and acquisitions, corporate trust and other commercial transactions. Marilyn, who was founding chair of the firm’s Houston office, has years of experience throughout Texas, Louisiana, the region and the U.S.