In response to the Financial Crimes Enforcement Unit’s (FinCEN) Interim Final Rule (IFR), AGC submitted comments in support of the deregulatory action. The IFR addresses concerns AGC raised in our February 2022 comment letter by exempting all entities formed in the United States and their beneficial owners from BOI filing, updating, and correction duties.
In our comment letter to the IFR, AGC argued that while the regulation is a step in the right direction, the Corporate Transparency Act (CTA) itself violates the Commerce Clause of the Constitution and should be repealed.
While this regulatory change eliminates the immediate compliance burden for U.S.-based contractors, the CTA remains federal law.
AGC continues to support legal challenges asserting that the CTA exceeds Congress’s constitutional authority and imposes undue burdens on small businesses. Notably, AGC and AGC of New York State submitted an amicus brief on February 28, 2025, to the U.S. Court of Appeals for the Fifth Circuit in Texas Top Cop Shop, Inc. v. Bondi, arguing against the constitutionality of the CTA.
In order to assess the impact of the IFR, litigation has been delayed until both parties brief the Court on the rule. Oral arguments have been delayed until the issue is fully briefed.
For more information in this issue, please contact Deniz Mustafa.