Ever feel like keeping up with federal regulations is a part-time job for which you didn’t apply? If you own an LLC or a small corporation in Michigan, you’ve likely been hearing a lot about the ‘Corporate Transparency Act.’ One week it’s mandatory, the next it’s unconstitutional, and then a new rule drops. It’s a lot to track.
Today, we’re going to step away from the noise and look at the actual facts: what this law is, why the courts have been fighting over it, and exactly what your requirements are as of late 2025.
Please note this blog post should be used for learning and illustrative purposes. It is not a substitute for consultation with an attorney with expertise in this area. If you have questions about a specific legal issue, we always recommend that you consult an attorney to discuss the particulars of your case.
What is the CTA, really?
At its core, the Corporate Transparency Act is a federal law aimed at stopping things like money laundering and tax fraud. The government’s goal is to see who is actually behind ‘shell companies.’
In the past, you could form an LLC without ever naming the real owners. The CTA changed that by requiring most small businesses to file a ‘Beneficial Ownership Information’—or BOI—report with a branch of the Treasury called FinCEN.
Generally, a ‘Beneficial Owner’ is anyone who owns 25% or more of the company or has ‘substantial control’—think CEOs or Managers. The report itself asks for basic facts: your legal name, birthday, address, and a photo of your ID. Simple on paper, but a huge shift in privacy for millions of business owners.”
The 2025 Legal Rollercoaster
Now, let’s talk about the ‘legal tug-of-war’ that happened this year. Throughout 2024 and early 2025, several courts—including one right here in Michigan—ruled that the law was unconstitutional. They basically said the government didn’t have the right to collect this much data from law-abiding citizens.
For a while, those rulings ‘paused’ the law for many people. But here is the update: On December 16, 2025, a major federal appeals court reversed those decisions. They ruled that the CTA is constitutional. This essentially put the law back in play nationwide.”
The Domestic Exemption
Here is the twist: even though the court says the law is legal, you likely don’t have to file anything right now.
Why? Because while the lawyers were fighting in court, the Treasury Department issued a major ‘Interim Final Rule’ in March 2025. This rule changed the game. As of right now, all domestic entities—meaning LLCs or corporations formed inside the U.S.—are exempt from filing these reports.
If your business was formed in Michigan, you are currently covered by this administrative ‘pause.’ Right now, the government is focusing its enforcement entirely on foreign reporting companies—businesses formed in other countries that are registered to do business here. For those foreign firms, the deadlines have already passed.”
Conclusion
So, where does that leave you today? First, the facts: The law has been upheld as constitutional, but the Treasury Department has hit the ‘pause’ button for U.S.-based small businesses while they work on permanent rules for 2026.
Second, a big warning: Stay alert for scams. Because this is so confusing, scammers are sending official-looking emails or ‘invoices’ demanding money to help you file. The Fact is: Filing with FinCEN is free. And because of this current stay, most don’t need to file a single thing right now.
Keep your internal ownership records organized. We are in a ‘wait and see’ period. You can keep an eye on FinCEN.gov for updates.
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Sources:
Federal Statutes
Corporate Transparency Act, Pub. L. No. 116-283, div. F, tit. LXIV, §§ 6401–6403, 134 Stat. 3388, 4604–25 (2021) (codified at 31 U.S.C. § 5336).
Federal Court Cases
National Small Business United v. Yellen, 2025 WL 13508493 (11th Cir. Dec. 16, 2025).
Small Business Association of Michigan v. Yellen, Case No. 1:24-cv-00413, 2025 WL 5956041 (W.D. Mich. Mar. 3, 2025).
National Small Business United v. Yellen, 677 F. Supp. 3d 1314 (N.D. Ala. 2024), rev’d, No. 24-10736 (11th Cir. Dec. 16, 2025).
Federal Regulations
Beneficial Ownership Information Reporting Requirements, 31 C.F.R. § 1010.380 (2025).
Beneficial Ownership Information Reporting Requirement Revision and Deadline Extension, 90 Fed. Reg. 13,688 (Mar. 26, 2025) (to be codified at 31 C.F.R. pt. 1010).
Administrative Materials (FinCEN & Treasury)
FinCEN, FinCEN Removes Beneficial Ownership Reporting Requirements for U.S. Companies and U.S. Persons, Sets New Deadlines for Foreign Companies (Mar. 21, 2025), https://fincen.gov/news/news-releases/fincen-removes-beneficial-ownership-reporting-requirements-us-companies-and-us.
FinCEN, Beneficial Ownership Information Reporting Rule: Interim Final Rule Questions and Answers (last updated Mar. 26, 2025), https://www.fincen.gov/boi/ifr-qa.
U.S. Dep’t of the Treasury, Press Release, Treasury Department Announces Suspension of Enforcement of Corporate Transparency Act Against U.S. Citizens and Domestic Reporting Companies (Mar. 2, 2025), https://home.treasury.gov/news/press-releases/sb0038.