Anonymous Corporate Ownership as Economic Activity: The Eleventh Circuit Upholds the Corporate Transparency Act

I. Introduction

In National Small Business United v. U.S. Department of the Treasury, No. 24‑10736 (11th Cir. Dec. 16, 2025), the Eleventh Circuit addressed the constitutionality of the Corporate Transparency Act (“CTA”), 31 U.S.C. § 5336, a federal statute requiring many corporations and other entities to report information about their “beneficial owners” to the Department of the Treasury’s Financial Crimes Enforcement Network (“FinCEN”).

The plaintiffs, National Small Business United (doing business as the National Small Business Association, “NSBU”) and Isaac Winkles, a small business owner, brought a facial constitutional challenge, arguing:

• Congress lacked enumerated power—especially under the Commerce Clause—to enact the CTA at all; and
• Even if Congress had such power, the CTA’s reporting obligations amounted to an unreasonable “search” in violation of the Fourth Amendment.

The district court for the Northern District of Alabama agreed with the plaintiffs, held that the CTA exceeded Congress’s enumerated powers, and granted summary judgment to NSBU and Winkles. It did not reach the individual-rights claims.

Writing for a unanimous panel (Judges Jordan, Newsom, and Brasher), Judge Brasher reversed. The opinion holds that:

• The CTA is a valid exercise of Congress’s power under the Commerce Clause, because it regulates economic activity—the ownership and operation of corporations and similar entities—which has a substantial aggregate effect on interstate commerce; and
• The CTA’s uniform, limited reporting requirement does not facially violate the Fourth Amendment, in light of established precedent upholding comparable federal reporting schemes.

The decision is significant on multiple fronts: it directly addresses the federal government’s authority to mandate beneficial ownership transparency as a tool against money laundering and terrorism financing; it clarifies how the “economic activity” and “substantial effects” tests apply to modern corporate regulation; and it situates reporting obligations comfortably within the Fourth Amendment’s reasonableness framework.

II. Summary of the Opinion

A. The Statute and Regulatory Context

Congress enacted the CTA as part of the Anti-Money Laundering Act of 2020, finding that:

• Over two million corporations and LLCs are formed annually, most in states that do not require any disclosure of beneficial owners;
• “Anonymous” companies are used to facilitate money laundering, terrorism financing, and other financial crimes affecting interstate and international commerce; and
• Uniform beneficial ownership reporting would help close a key information gap undermining law enforcement, national security, and international anti-money laundering standards.

The CTA defines a “reporting company” as:

• Any corporation, LLC, or similar entity created by filing a document with a state; or
• Any foreign entity registered to do business in the United States.

Reporting companies must provide FinCEN with specified data on:

• Each “beneficial owner” (any individual who exercises substantial control over the entity or owns/controls at least 25% of its ownership interests); and
• Each “applicant” (the individual who files the formation or registration documents).

Required data include the beneficial owner’s and applicant’s:

• Full legal name;
• Date of birth;
• Residential or business address; and
• Identifying number from an acceptable government ID.

The obligation is ongoing: changes in required information must be reported within 30 days.

The CTA has extensive exemptions. Notably excluded are:

• Banks, credit unions, broker-dealers, investment and insurance companies, accounting firms, and § 501(c) nonprofits;
• “Large operating companies” with more than 20 employees and over $5 million in annual gross sales; and
• Inactive entities that predate 2020, have no assets, are not foreign-owned, have had no ownership changes, and have had minimal financial activity.

The statute also authorizes Treasury to create further categorical exemptions by regulation. The opinion notes that FinCEN issued an interim final rule exempting domestic companies from the CTA’s requirements while continuing to require foreign entities to report (with a carve-out as to American owners). Both sides agreed—and the court accepted—that this later rulemaking does not moot the facial constitutional challenge to the statute itself.

B. Procedural Posture

NSBU, a trade association representing over 65,000 businesses across all 50 states, and Winkles, who co-owns two real estate corporations with significant annual revenue, brought suit seeking declaratory and injunctive relief. They alleged that the CTA:

• Exceeded Congress’s powers under the Commerce Clause, the Taxing Clause, the Necessary and Proper Clause, and implied foreign affairs/national security powers; and
• Violated the First, Fourth, Fifth, Ninth, and Tenth Amendments.

The parties agreed the case could be resolved on cross-motions for summary judgment without discovery. The district court:

• Held that the CTA is not justified by any enumerated power, particularly the Commerce Clause; and
• Did not reach the individual-rights issues.

On appeal, the Eleventh Circuit:

• Reviewed the grant of summary judgment and the constitutionality of the statute de novo;
• Focused on the Commerce Clause and the Fourth Amendment, as those were the primary grounds argued by appellees; and
• Found that arguments under the First, Fifth, Ninth, and Tenth Amendments were abandoned on appeal due to inadequate briefing.

C. Holdings

The court reached two central holdings:

1. Commerce Clause: The CTA is a constitutional exercise of Congress’s power to regulate interstate commerce under the “substantial effects” category. The statute:
   • Regulates economic activity—the ownership, maintenance, and operation of corporate entities engaged in commerce; and
   • Targets anonymous corporate ownership, which Congress rationally concluded has a substantial aggregate effect on interstate commerce, especially in connection with money laundering, fraud, and terrorism financing.
2. Fourth Amendment: The CTA’s uniform, limited reporting requirement is not facially an unreasonable search or seizure. It:
   • Is similar in structure and intrusiveness to other federal reporting regimes upheld by the Supreme Court, especially the Bank Secrecy Act reporting upheld in California Bankers Ass’n v. Shultz;
   • Requires a narrow set of basic identifying information; and
   • Includes statutory confidentiality protections and strict limits on dissemination to specified government actors.

Accordingly, the Eleventh Circuit reversed the grant of summary judgment to NSBU and Winkles and remanded for further proceedings consistent with its opinion.

III. Detailed Analysis of the Opinion

A. The CTA and the Nature of the Regulated Activity

The court’s Commerce Clause analysis turns heavily on characterizing what the CTA actually regulates. Is it:

• The one-time act of incorporation, as the plaintiffs and district court framed it; or
• The ongoing existence, operation, and ownership of corporate entities active in commerce, as the panel majority concludes?

The opinion squarely adopts the latter view. Several aspects of the statutory design support this:

• The CTA’s obligations apply after entities have been formed, and they attach to the entity’s continued existence and activity, not to the filing itself.
• Existing companies (formed prior to the effective date) were required to report by a specific deadline and must file updates when ownership information changes—long after incorporation.
• Foreign entities, which are not formed under U.S. state law at all, also fall within the CTA if they register to do business domestically.
• Inactive entities—those that essentially exist only on paper and are not commercially active—are expressly exempted under detailed criteria, which underscores that the CTA targets active, economically engaged entities.

In other words, the panel treats the CTA’s trigger (“created by filing a document”) as a practical way of identifying the kind of entities subject to reporting, not as the activity Congress sought to regulate. The regulated conduct, on this view, is the use of the corporate form in commerce coupled with an attempt to maintain anonymous ownership.

B. The Commerce Clause Framework

1. Enumerated Powers and the Three Lopez Categories

The court reiterates foundational principles: Congress is a legislature of limited powers and any federal statute must be grounded in an enumerated power. The case focuses on the Commerce Clause, which empowers Congress “[t]o regulate Commerce with foreign Nations, and among the several States, and with the Indian Tribes.” U.S. Const. art. I, § 8, cl. 3.

Citing United States v. Lopez, 514 U.S. 549 (1995), the opinion recites the now-standard three categories of permissible Commerce Clause regulation:

1. Regulation of the channels of interstate commerce;
2. Regulation of the instrumentalities of interstate commerce, or persons or things in interstate commerce; and
3. Regulation of activities that substantially affect interstate commerce.

The parties and the district court agreed that the CTA fits, if at all, within the third category, the “substantial effects” doctrine. That doctrine itself has two elements:

• The statute must regulate economic activity (or include a jurisdictional hook ensuring the relevant conduct sufficiently affects interstate commerce); and
• Congress must have had a rational basis for concluding that the class of regulated activity, in the aggregate, substantially affects interstate commerce.

The Eleventh Circuit conducts a two-step analysis along those lines: (1) Is the CTA directed at economic activity? and (2) Did Congress rationally find substantial aggregate effects?

2. Economic Activity: The Corporate Form as “Quintessentially Economic”

The panel’s first major move is to treat the corporate form and similar entities as inherently economic. Drawing on corporate law scholarship and earlier Supreme Court language, the court emphasizes:

• Corporations and LLCs exist as vehicles for economic activity: they pool capital, facilitate investment, and generally operate for the purpose of making profits.
• Shareholders exchange money or property for stock, corporations do business, earn profits or incur losses, pay taxes, and distribute dividends—classic commercial functions.
• Limited liability and the ability to hold and transfer ownership interests are themselves key economic features that make the corporate form “the foundation of the modern market economy.”

The opinion notes that NSBU’s and Winkles’s own descriptions of their businesses underscore the point:

• NSBU represents tens of thousands of for-profit businesses in sectors such as manufacturing, retail, food service, and professional services; and
• Winkles’s corporations manage and lease real property, generating millions of dollars in annual revenue.

Crucially, the plaintiffs did not identify any “reporting company” that isn’t commercially active. Together with the CTA’s carveouts for inactive or non-commercial entities, that omission supports the inference that, as a facial matter, the statute targets economic actors.

Against this backdrop, the court distinguishes the CTA from laws that failed the “economic” test in Lopez and United States v. Morrison, 529 U.S. 598 (2000)—laws aimed at possession of guns in school zones or gender-motivated violence—activities that lacked an inherent commercial character even if they had indirect economic ramifications. By contrast, the CTA is “sufficiently connected to economic activity” because it is aimed at the ownership and operation of business entities themselves.

3. Rejecting the “Act of Incorporation” Framing

The district court, and NSBU on appeal, tried to characterize the CTA as targeting the “isolated, discrete act of incorporation,” which they argued is non-commercial and therefore beyond the Lopez/Morrison economic-activity line.

The Eleventh Circuit assumes for the sake of argument that the act of filing incorporation documents might not itself be “economic” but explains why the CTA is not, in fact, a regulation of that filing:

• The statutory definition of “reporting company”—an entity “created by the filing of a document”—functions only to describe which entities must comply. It does not regulate how entities incorporate or alter state incorporation law.
• The ongoing duty to report and update beneficial owner information, and the inclusion of foreign entities, show the statute’s true focus: controlling the manner in which corporate entities operate and the degree of anonymity they may maintain while conducting business.
• The deliberate exemptions for inactive entities further indicate that Congress sought to regulate the operation of active businesses, not the mere existence of shell entities on a state registry.

Thus, the panel reframes the regulated activity as the use of the corporate form in commerce under conditions of anonymity, not the initial legal filing that brings a corporation into existence.

4. Jurisdictional Elements and the Absence Thereof

NSBU argued that the CTA is constitutionally suspect because it contains no explicit “jurisdictional hook” tying each regulated entity’s conduct to interstate commerce (for example, a requirement that the entity’s activity “affect commerce” in each case).

The Eleventh Circuit concedes that a jurisdictional element often helps sustain Commerce Clause statutes—especially in criminal contexts and particularly where the underlying activity is non-economic. But the court emphasizes:

• Neither the Supreme Court nor the Eleventh Circuit has ever held that a jurisdictional element is required where Congress regulates inherently economic activity;
• In United States v. Moghadam, 175 F.3d 1269 (11th Cir. 1999), the court upheld a statute without such an element because the regulated conduct had an economic character and a substantial effect on interstate commerce; and
• The absence of a jurisdictional element simply means courts must themselves decide whether the statute targets activities that, in the aggregate, substantially affect interstate commerce.

As a result, the lack of a case-by-case commerce hook does not doom the CTA; it just places more weight on the economic nature of the regulated activity and the rationality of Congress’s findings.

5. Activity vs. Inactivity and NFIB v. Sebelius

NSBU also invoked National Federation of Independent Business v. Sebelius (“NFIB”), 567 U.S. 519 (2012), where the Supreme Court held that the individual mandate in the Affordable Care Act could not be justified under the Commerce Clause because it compelled individuals to enter commerce—regulating “inactivity” rather than activity.

The panel distinguishes NFIB on two grounds:

• The CTA does not compel non-participants to engage in commerce. It regulates entities that are already active in the marketplace—businesses legally formed and, in the main, commercially engaged.
• The CTA is not premised on speculative future conduct but on the present reality that active businesses can and do use anonymous structures to facilitate financial crime, thereby affecting interstate and international commerce.

In other words, the CTA concerns “what already exists in the stream of commerce,” not a mandate forcing individuals to become commercial actors.

6. Substantial Aggregate Effects on Interstate Commerce

Once the CTA is characterized as regulating economic activity, the inquiry becomes whether Congress had a rational basis for concluding that anonymous corporate ownership substantially affects interstate commerce in the aggregate.

The court answers yes, relying on:

• Congressional findings and legislative record:
  • Congress found that millions of entities are formed annually, and that widespread anonymity undermines law enforcement and compliance with international anti-money-laundering standards.
  • Congress received testimony from the former Director of the FBI’s Terrorist Financing Operation Section, who described the CTA as “necessary and long overdue” to address money laundering and drug trafficking.
  • Law enforcement associations (e.g., the Fraternal Order of Police) supported beneficial ownership reporting as a crucial tool against transnational criminal organizations and terrorist operations.
  • Industry representatives testified that the CTA would help protect financial institutions from abuse.
• Deference to congressional judgment:
  • While congressional findings are not dispositive, they are “entitled to deference” and help courts evaluate whether Congress’s judgment about substantial effects on commerce was rational.
  • Citing cases like Katzenbach v. McClung, 379 U.S. 294 (1964), and Eleventh Circuit precedent (United States v. Viscome), the panel emphasizes that explicit findings about substantial effects merit “substantial deference.”

The opinion then draws a direct line between the regulated activity—anonymity in corporate ownership—and its commercial impact:

• Anonymity makes it easier for bad actors to use corporations as vehicles for fraud, money laundering, and other financial crimes that are themselves commercial in nature and often cross state and national borders.
• By closing the anonymity gap, the CTA strengthens the effectiveness of existing financial crime regulations, which themselves rest on Commerce Clause authority.

This is ultimately a rational-basis analysis: the court does not require Congress to show that every reporting company is engaged in interstate crime, only that the class of activity—anonymous operation of business entities—has substantial aggregate effects on interstate commerce.

7. Edge Cases and Facial vs. As-Applied Challenges

NSBU suggested that some companies subject to the CTA may engage only in purely intrastate activities, raising federalism concerns. The Eleventh Circuit responds by:

• Reiterating that where a general regulatory statute bears a substantial relation to commerce, “the de minimis character of individual instances” does not matter (Lopez, quoting Maryland v. Wirtz);
• Explaining that the existence of edge cases is an argument for a potential as-applied challenge, not for facial invalidation of the statute; and
• Stressing that this lawsuit is a facial challenge—a particularly demanding form of constitutional attack—so hypothetical marginal applications cannot defeat the CTA in its entirety.

Thus, entities that truly are purely intrastate and minimally commercial might still test the statute’s reach in future, narrower litigation, but that possibility does not invalidate the CTA across the board.

C. Fourth Amendment Analysis

1. Facial Challenges Under Individual Rights Amendments

The court begins by emphasizing how difficult it is to prevail in a facial challenge under the individual rights provisions of the Constitution. Citing Moody v. NetChoice, LLC, 603 U.S. 707 (2024), and United States v. Salerno, 481 U.S. 739 (1987), the panel recites the standard:

• The challenger must show that “no set of circumstances exists under which the [law] would be valid,” or that the statute “lacks a plainly legitimate sweep.”

NSBU and Winkles argued that the CTA authorizes suspicionless searches for general law enforcement purposes by compelling beneficial ownership data without individualized suspicion or warrants. The court disagrees that such a broad facial invalidation is warranted here.

2. Reporting Requirements and California Bankers Ass’n v. Shultz

The core precedent is California Bankers Ass’n v. Shultz, 416 U.S. 21 (1974), which upheld the Bank Secrecy Act’s requirement that banks report large currency transactions to Treasury.

In Shultz, the reporting regime required financial institutions to gather and transmit:

• Customer names, addresses, and social security numbers; and
• Details of certain cash transactions exceeding a threshold amount.

The Supreme Court in Shultz held that:

• Uniform reporting and recordkeeping requirements of this sort are not “unique” and are historically common in federal regulation;
• The regime did not impose unreasonable burdens on banks or violate the Fourth Amendment; and
• The information sought, although compelled “simply because the Government want[ed] it,” was limited and reasonably related to legitimate congressional efforts to combat improper uses of the financial system in interstate commerce.

The Eleventh Circuit analogizes the CTA’s structure to the Bank Secrecy Act:

• Both use uniform, categorical obligations; there is no individualized discretion about who must report;
• Both limit the required data to a defined, narrow set of identifying and transactional information; and
• Both are aimed at regulatory and preventive purposes—detecting and deterring financial crime—rather than arbitrary or exploratory intrusions.

The opinion also cites Eleventh Circuit precedent (Brock v. Emerson Elec. Co.) noting that “a uniform statutory or regulatory reporting requirement satisfies the Fourth Amendment concern regarding the potential for arbitrary invasions of privacy.”

3. Application to the CTA: Limited Information, Defined Use, Safeguards

Applying these principles, the court holds that the CTA’s reporting requirement is “reasonable” within the meaning of the Fourth Amendment:

• Nature and scope of data:
  • The required information—name, date of birth, address, and government ID number—is no more intrusive than what was required in Shultz.
  • The CTA does not mandate disclosure of sensitive personal communications, financial balances, or detailed transactional histories.
• Uniformity and non-discretion:
  • The requirement applies to all entities meeting the statutory “reporting company” definition;
  • It leaves no room for ad hoc or discriminatory targeting by law enforcement; and
  • This uniformity significantly mitigates concerns about arbitrary searches or “fishing expeditions.”
• Statutory confidentiality and access controls:
  • Disclosure of beneficial ownership information is restricted to specific categories of governmental and other authorized requesters for defined purposes.
  • The Secretary of the Treasury must protect the confidentiality of ownership data and prevent breaches.
  • The Comptroller General is required to conduct periodic audits to ensure appropriate use of the information.
• Reasonable relation to legitimate objectives:
  • The reporting requirement is “reasonably relevant” to a conceded congressional goal: preventing improper uses of corporate structures in interstate commerce for financial crime.

The opinion also invokes the classic United States v. Morton Salt Co., 338 U.S. 632 (1950), standard: an administrative demand for information is constitutional where (1) the inquiry is within the agency’s authority, (2) not excessively indefinite, and (3) reasonably relevant to the agency’s responsibilities. The CTA, the court concludes, fits squarely within these bounds.

4. Distinguishing More Intrusive or Arbitrary Regimes

Although NSBU cited other decisions involving far more intrusive data collection or arbitrary invasions of privacy, the panel finds those cases inapposite. The CTA:

• Does not authorize random or suspicion-based searches at the discretion of individual officers;
• Does not involve on-site inspections or physical intrusions into homes or offices; and
• Does not demand sweeping disclosures such as entire financial histories, communications, or trade secrets.

Given the limited type and amount of information required, as well as its close connection to legitimate regulatory aims, the CTA does not cross the line from reasonable regulation into unreasonable search.

D. Precedents Cited and Their Influence

The opinion is built on a dense network of Supreme Court and Eleventh Circuit precedents. A few are particularly central:

1. Marbury v. Madison (1803)

The court briefly cites Marbury to restate the core premise: Congress’s acts must be grounded in enumerated constitutional powers. This sets the frame for the Commerce Clause analysis and the rejection of any argument that financial crime regulation could be justified as an unbounded “police power.”

2. United States v. Lopez and United States v. Morrison

Lopez and Morrison provide the doctrinal structure for the “substantial effects” test and the economic/non-economic distinction:

• Lopez struck down a federal ban on guns in school zones, rejecting the argument that such non-economic activity could be aggregated into a substantial effect on commerce.
• Morrison rejected federal civil remedies for gender-motivated violence under the Commerce Clause, again drawing the line at noneconomic conduct, despite extensive congressional findings.

The Eleventh Circuit uses these cases as a foil: while Lopez and Morrison caution against stretching the Commerce Clause to cover non-economic conduct based only on remote economic consequences, the CTA, the panel says, is firmly anchored in the regulation of economic entities themselves.

3. Gonzales v. Raich and Wickard v. Filburn

Raich and Wickard are invoked to show that Congress may regulate intrastate economic activity when doing so is necessary to maintain a broader regulatory scheme:

• Wickard upheld federal limits on home-grown wheat for personal consumption because such production, in the aggregate, substantially affected national wheat markets.
• Raich upheld federal prohibition of intrastate cultivation and possession of marijuana for personal medical use, reasoning that such intrastate activity formed part of the broader interstate market Congress sought to regulate.

By analogy, the Eleventh Circuit suggests that allowing anonymous ownership of corporate entities—even where specific instances are local—undermines the effectiveness of federal efforts against interstate money laundering and related crimes. Closing this loophole is thus well within Congress’s power to regulate interstate commerce.

4. NFIB v. Sebelius

NFIB is the principal modern authority limiting the Commerce Clause. It held that compelling individuals to purchase health insurance exceeded Congress’s commerce power because it regulated inactivity.

The Eleventh Circuit’s careful reading of NFIB signals a narrow application of that limitation:

• NFIB does not forbid Congress from requiring current market participants (e.g., existing corporations) to meet regulatory obligations like reporting;
• Nor does it undermine Congress’s ability to close regulatory gaps that exist because some market participants operate in ways that evade detection or compliance.

The decision here reinforces that NFIB is not a generalized anti-regulation principle; it is specific to coercing entry into commerce.

5. California Bankers Ass’n v. Shultz and United States v. Morton Salt Co.

These cases undergird the Fourth Amendment holding:

• Shultz establishes that uniform financial reporting requirements can be compatible with the Fourth Amendment when limited, clearly defined, and reasonably related to lawful regulatory goals.
• Morton Salt supplies the general test for the lawfulness of administrative information demands: they must be authorized, specific enough, and reasonably relevant.

The Eleventh Circuit essentially treats the CTA’s reporting scheme as another implementation of the principles validated in those cases.

6. Eleventh Circuit Commerce Clause Cases

Several Eleventh Circuit decisions are used to refine Commerce Clause doctrine at the circuit level:

• United States v. Olin Corp. (1997) and United States v. Moghadam (1999) support the rule that economic regulations can be sustained without jurisdictional hooks as long as the underlying activity is commercial and has substantial aggregate effects on commerce.
• United States v. Pugh and United States v. Dupree illustrate that jurisdictional elements are especially important in facial challenges to statutes regulating non-economic conduct, but not indispensable in the economic context.
• United States v. Viscome reinforces that explicit congressional findings about the interstate effects of regulated conduct deserve significant deference.

7. Eleventh Circuit Fourth Amendment Cases

Brock v. Emerson Elec. Co. makes explicit that uniform reporting obligations can satisfy Fourth Amendment concerns about arbitrary invasions of privacy; it is the immediate doctrinal bridge from Shultz to the CTA.

IV. Complex Concepts Simplified

Several key legal concepts recur throughout the opinion. For non-specialists, the following brief explanations may help:

1. Enumerated Powers

The federal government can only legislate in areas the Constitution specifically grants it authority (e.g., regulating interstate commerce, taxing, declaring war). These are “enumerated powers.” States have general “police powers”; Congress does not.

2. Commerce Clause Categories

Under Lopez, Congress may regulate:

1. Channels of interstate commerce (e.g., highways, railroads, airspace);
2. Instrumentalities of interstate commerce, or persons and things in interstate commerce (e.g., airplanes, trucks, goods moving between states); and
3. Activities that substantially affect interstate commerce (often economic activity like production, trade, or financial transactions).

The CTA is justified under the third category.

3. “Economic Activity” vs. “Non-Economic Activity”

“Economic activity” generally involves the production, distribution, or consumption of goods and services, or other conduct with an inherent commercial character. Regulating economic activity is easier to justify under the Commerce Clause.

“Non-economic activity” (e.g., possessing a gun near a school, committing a violent assault) is much harder to regulate based on Commerce Clause power because the connection to commerce is only indirect.

4. “Substantial Effects” and Aggregation

The “substantial effects” doctrine allows Congress to regulate local activities if:

• Each instance of the activity is economic in nature;
• Congress is addressing a class of activities nationwide; and
• In the aggregate, the class of activity substantially affects interstate commerce (even if any single instance seems small or local).

The classic example is Wickard, where each farmer’s home-grown wheat was trivial alone but substantial in the aggregate.

5. Jurisdictional Element

A “jurisdictional element” is language in a statute that explicitly requires a connection to interstate commerce for each application of the law (e.g., “in or affecting interstate commerce”). Such elements can help save a statute from facial constitutional attacks but are not always required.

6. Facial vs. As-Applied Challenges

A facial challenge argues that a law is unconstitutional in all its applications. The standard for success is very high: either no constitutional applications exist, or the law lacks any “plainly legitimate sweep.”

An as-applied challenge argues the law is unconstitutional as applied to a specific person or situation, even if it might be valid in many other contexts.

NSBU’s case is a facial challenge; the court’s reasoning leaves open the possibility of future as-applied challenges in edge scenarios.

7. Beneficial Owner

A “beneficial owner” under the CTA is not necessarily the person whose name appears on official ownership records. It is:

• Any individual with “substantial control” over the entity; or
• Any individual who directly or indirectly owns or controls at least 25% of the ownership interests.

The concept is meant to capture the real, controlling humans behind corporate structures, including those hidden behind layers of entities or nominees.

8. Fourth Amendment “Reasonableness” and Reporting

The Fourth Amendment prohibits “unreasonable” searches and seizures. Not every collection of information by the government is a “search” requiring a warrant:

• Uniform reporting requirements in heavily regulated fields (like banking) often count as reasonable, especially when limited and closely related to legitimate regulatory aims.
• Courts balance the government’s need for the information against the privacy interests at stake and consider whether safeguards are in place to prevent misuse.

V. Likely Impact of the Decision

A. For the Corporate Transparency Act and Business Entities

As a published appellate decision, this opinion provides strong support for the CTA’s constitutionality—at least within the Eleventh Circuit (Alabama, Florida, and Georgia). Its core holdings suggest:

• Congress may require beneficial-ownership reporting from entities that are economic actors as part of its power to regulate interstate commerce and combat financial crime.
• Smaller and closely held businesses cannot evade the CTA on the theory that the statute improperly regulates non-commercial or purely intrastate acts of incorporation.

From a compliance standpoint, the decision:

• Reduces the likelihood that businesses within the Eleventh Circuit can avoid CTA obligations on facial constitutional grounds;
• Supports continued investment in systems and processes to capture and update beneficial ownership information; and
• Signals to corporate counsel that anonymity—at least for entities within CTA coverage—is not a constitutionally protected feature of corporate law.

The opinion also acknowledges Treasury’s interim exemption for domestic companies but treats the statute itself as the relevant object of constitutional scrutiny. If Treasury revises or rescinds that exemption in the future, the constitutional foundation laid here will be directly applicable.

B. For Commerce Clause Jurisprudence

The decision contributes to Commerce Clause doctrine in several ways:

• Affirming the economic nature of corporate regulation:
  • The opinion squarely characterizes corporate existence and ownership as “quintessentially economic,” which may influence future challenges to corporate-regulatory statutes.
• Narrowing NFIB’s reach:
  • By distinguishing NFIB as limited to compelled entry into commerce, the panel helps insulate many regulatory schemes that impose obligations on existing market participants.
• Clarifying the role of jurisdictional elements:
  • The court reaffirms that jurisdictional hooks are helpful but not indispensable when Congress clearly regulates economic activity with substantial aggregate effects.
• Reinforcing deference to congressional findings:
  • Although not dispositive, congressional findings about financial crime and money laundering receive substantial weight, especially in a highly technical and international domain like anti-money-laundering policy.

In a broader sense, the opinion signals that modern anti-financial-crime measures are comfortably within traditional Commerce Clause boundaries, provided they target economic activity and use tailored mechanisms like reporting requirements.

C. For Fourth Amendment Doctrine on Financial Reporting

On the Fourth Amendment front, the decision:

• Confirms that compelled reporting of basic identifying information by regulated entities is generally constitutional when:
  • Applied uniformly;
  • Limited in scope; and
  • Backed by confidentiality and access controls.
• Strengthens the doctrinal line from Shultz supporting financial reporting regimes as reasonable components of regulatory frameworks targeting financial crime.
• Signals that future Fourth Amendment challenges will face steep hurdles, especially in facial form, unless the reporting regime becomes substantially more intrusive or arbitrary.

This may have ripple effects for other present or proposed transparency regimes—for example, in real estate transactions, cryptocurrency activities, or cross-border capital flows—where similar reporting structures could be modeled after the CTA.

D. For Future Litigation and Policy

While the decision is robust, several avenues remain for future litigation and policy debate:

• As-applied challenges:
  • Entities that are genuinely local or minimally commercial may later argue that the CTA is unconstitutional as applied to them, though success would depend on specific facts and further development of the law.
• Other constitutional theories:
  • The Eleventh Circuit explicitly notes that NSBU and Winkles abandoned their First, Fifth, Ninth, and Tenth Amendment arguments on appeal. Those theories—especially any grounded in associational privacy or due process—could be explored in other cases with full briefing.
• Data security and implementation challenges:
  • While not directly constitutional, practical issues around data breaches, misuse of ownership information, or burdens on very small businesses may shape regulatory refinements or enforcement policies.
• Supreme Court review and inter-circuit consistency:
  • If other circuits reach different conclusions about the CTA’s validity, a circuit split could prompt Supreme Court review. This Eleventh Circuit opinion would then be a key part of the national dialogue on corporate transparency and federal power.

VI. Conclusion

National Small Business United v. U.S. Department of the Treasury is a comprehensive endorsement of the Corporate Transparency Act’s constitutional footing under both the Commerce Clause and the Fourth Amendment.

On the enumerated powers side, the Eleventh Circuit:

• Defines the corporate form and beneficial ownership as inherently economic subjects of regulation;
• Rejects efforts to reframe the CTA as merely regulating the non-economic act of incorporation;
• Holds that Congress rationally concluded anonymous corporate ownership substantially affects interstate commerce, particularly through facilitation of financial crime; and
• Clarifies that NFIB’s “inactivity” limitation does not constrain Congress’s authority to regulate existing market participants through reporting obligations.

On the individual rights side, the court:

• Applies a strict standard for facial challenges under the Fourth Amendment;
• Analogizes the CTA to longstanding financial reporting regimes upheld by the Supreme Court;
• Emphasizes the narrowness and uniformity of the information required; and
• Anchors the CTA’s reporting obligations firmly within the realm of “reasonable” regulatory measures designed to protect the financial system from abuse.

Taken together, these holdings establish a clear principle: Congress may constitutionally require beneficial ownership transparency from corporations and similar entities as a form of economic regulation and as part of a reasonable, uniform reporting scheme to combat financial crime.

This decision thus not only salvages the CTA from a high-profile facial challenge but also sets an influential precedent for the design and defense of future corporate transparency and financial regulatory measures.