CA11: Corporate Transparency Act reporting requirements don’t violate 4A

The reporting requirements of the Corporate Transparency Act don’t violate the Fourth Amendment. Nat’l Small Bus. United v. United States Dep’t of the Treasury, 2025 U.S. App. LEXIS 32844 (11th Cir. Dec. 16, 2025):

NSBU and Winkles urge us to affirm on the ground that the CTA facially violates the Fourth Amendment. The Fourth Amendment protects “[t]he right of the people to be secure in their persons, houses, papers, and effects, against unreasonable searches and seizures.” U.S. CONST. amend. IV. NSBU and Winkles argue that the reporting requirement is unconstitutional because it permits suspicionless searches for general law enforcement purposes. We disagree.

The Supreme Court has previously considered Fourth Amendment challenges to uniform reporting requirements. In Shultz, the Court addressed a statute requiring banks to report domestic currency transactions above a certain amount. 416 U.S. 21 (1974). The reports contained the “name, address, business or profession and social security number of the person conducting the transaction,” as well as a description of the transaction itself. Id. at 39 n.15. The Court upheld the statute against a Fourth Amendment challenge, concluding that the regulations “do not impose unreasonable reporting requirements on the banks.” Id. at 67. Even though the law required banks to obtain information “simply because the Government want[ed] it,” the information was limited in nature and “sufficiently related to a tenable congressional determination as to improper use of transactions of that type in interstate commerce.” Id.

Under this precedent, the CTA does not violate the Fourth Amendment. It is a uniform reporting requirement applied to all businesses that meet the CTA’s definition of “reporting company.” There is nothing arbitrary or discretionary about its application. See Brock v. Emerson Elec. Co., Elec. & Space Div., 834 F.2d 994, 996 n.2 (11th Cir. 1987) (concluding that a “uniform statutory or regulatory reporting requirement satisfies the Fourth Amendment concern regarding the potential for arbitrary invasions of privacy”). The information it requires is “sufficiently described and limited in nature” and is no more detailed than the reports in Shultz. 416 U.S. at 67.

The CTA also has several privacy guarantees. It permits disclosure of beneficial ownership information only upon request by discrete categories of agencies under certain circumstances. 31 U.S.C. § 5336(c)(2). The statute requires the Secretary of the Treasury to protect ownership information and prevent breaches of confidentiality. Id. § 5336(c)(8). And the Comptroller General must conduct periodic audits to ensure the Department of the Treasury is using beneficial ownership information appropriately. Id. § 5336(c)(10).

In support of their argument, NSBU and Winkles cite a series of decisions involving substantial arbitrary privacy intrusions in which the government collected an array of detailed and sensitive information. But these decisions bear no resemblance to the facts of this case. Here, “[t]he inquiry is within the authority of the agency, the demand is not too indefinite and the information sought is reasonably relevant.” Shultz, 416 U.S. at 67 (quoting United States v. Morton Salt Co., 338 U.S. 632, 652 (1950)). Because the CTA’s disclosure requirement is reasonable, there is no Fourth Amendment issue. See id.