Eleventh Circuit Upholds CTA Law, Domestic Exemptions Intact
In March 2025, the US Treasury Department halted enforcement of Beneficial Ownership Information (BOI) reporting under the Corporate Transparency Act (CTA) for US citizens and domestically formed entities, including the vast majority of coin dealers, bullion businesses, and related companies in the numismatic and precious-metals community. The Treasury indicated it would revise their rules to focus requirements primarily on foreign entities, providing significant regulatory relief to American-owned operations.
A significant development occurred on December 16, 2025, when the US Eleventh Circuit Court of Appeals issued a ruling in National Small Business United v. US Department of the Treasury. The court overturned a prior district court decision and affirmed that the CTA is a constitutional law, finding it within Congress’s authority to regulate activities affecting interstate commerce. The panel also dismissed concerns over privacy intrusions, highlighting protections built into the law for confidential handling of submitted data.
This appellate decision marks the first federal appeals court to fully address and support the CTA’s validity, potentially influencing ongoing challenges in other circuits. It reinforces the law’s core goal of enhancing transparency to deter illicit finance, including money laundering and terrorism funding, through a centralized database managed by the Financial Crimes Enforcement Network (FinCEN).
Importantly, this ruling does not alter the current regulatory landscape for most NCBA members and their businesses. Following the Treasury’s March actions, FinCEN issued an interim final rule that redefined “reporting companies” to include only foreign-formed entities registered to do business in the US. All US-formed entities—previously classified as domestic reporting companies—are fully exempt from BOI filing obligations. Additionally, no information needs to be reported on US-citizen beneficial owners.
As a result,
NCBA continues to track potential further changes, including any additional rulemaking, congressional proposals, or resolutions in pending litigation, and will provide timely alerts on any new guidance from FinCEN or the Treasury.
For more details on the current rules, visit the FinCEN BOI resource page here.
A significant development occurred on December 16, 2025, when the US Eleventh Circuit Court of Appeals issued a ruling in National Small Business United v. US Department of the Treasury. The court overturned a prior district court decision and affirmed that the CTA is a constitutional law, finding it within Congress’s authority to regulate activities affecting interstate commerce. The panel also dismissed concerns over privacy intrusions, highlighting protections built into the law for confidential handling of submitted data.
This appellate decision marks the first federal appeals court to fully address and support the CTA’s validity, potentially influencing ongoing challenges in other circuits. It reinforces the law’s core goal of enhancing transparency to deter illicit finance, including money laundering and terrorism funding, through a centralized database managed by the Financial Crimes Enforcement Network (FinCEN).
Importantly, this ruling does not alter the current regulatory landscape for most NCBA members and their businesses. Following the Treasury’s March actions, FinCEN issued an interim final rule that redefined “reporting companies” to include only foreign-formed entities registered to do business in the US. All US-formed entities—previously classified as domestic reporting companies—are fully exempt from BOI filing obligations. Additionally, no information needs to be reported on US-citizen beneficial owners.
As a result,
- Domestic businesses face no requirement to file initial BOI reports, updates, or corrections.
- Previously submitted reports by domestic entities do not need updates.
- Compliance efforts now center on foreign-registered entities, which must provide details such as names, addresses, birth dates, and identification documents for their beneficial owners.
NCBA continues to track potential further changes, including any additional rulemaking, congressional proposals, or resolutions in pending litigation, and will provide timely alerts on any new guidance from FinCEN or the Treasury.
For more details on the current rules, visit the FinCEN BOI resource page here.