Public Comment on the Interim Final Rule of the Corporate Transparency Act

There has been a lot of whiplash about the Corporate Transparency Act in recent months. You can review a complete timeline here but some recent highlights include: On March 3, 2025 SBAM was victorious in our Corporate Transparency Act lawsuit when a federal court struck down the CTA on constitutional grounds. Then, on March 21, 2025, FinCEN issued a new interim final rule, removing beneficial ownership reporting requirements for U.S. companies.

Following the publishing of the interim rule, SBAM President & CEO Brian Calley submitted a public comment, noted below, on behalf of the Small Business Association of Michigan. We urge YOU to submit your own public comment that underscores the unconstitutionality of the law and supports the interim final rule. Keep reading for more details on that call to action.

The Small Business Association of Michigan commends the Department for revisiting and significantly narrowing the reporting requirements under the Corporate Transparency Act (CTA) with its interim final rule. As an organization deeply engaged in this issue, including successfully challenging the original rule in federal court, we appreciate this critical step toward alleviating the undue burdens on small businesses and safeguarding constitutional rights.

The initial implementation of the CTA violated the Fourth Amendment rights of small business owners by mandating the disclosure of Beneficial Ownership Information (BOI) under threat of criminal prosecution, without regard for privacy and due process. Our legal victory underscored the fundamental flaws of the original rule—and the law itself—which subjected millions of small businesses to invasive and unwarranted reporting requirements. While we firmly believe the best course of action is the outright repeal of the CTA, the scaled-back provisions in the interim final rule represent a necessary and welcome improvement.

This revised rule appropriately narrows the scope of entities required to report BOI, specifically exempting domestic reporting companies and certain U.S. persons. These exemptions significantly ease compliance burdens, preserving the vitality of small businesses while maintaining a balanced approach to enforcement. The original requirements risked overwhelming small businesses—those with fewer than 20 employees or less than $5 million in revenue—which make up the vast majority of U.S. companies. By addressing these overreaches, the exemptions enable businesses to focus on growth and innovation, free from the excessive threat of criminal prosecution due to bureaucratic complexity.

Additionally, the Department’s shift to a risk-based enforcement protocol reflects a pragmatic and effective approach to combating financial crimes. By prioritizing entities that pose genuine risks of illicit activities, the rule enhances national security while respecting the privacy and rights of law-abiding business owners. This balanced consideration of enforcement priorities and constitutional principles embodies the core values upon which our legal system is founded.

In conclusion, while we maintain that the Corporate Transparency Act is unconstitutional and continue to advocate for its repeal, we support the interim final rule as a significant step in addressing the constitutional and practical challenges posed by the original regulation.

Sincerely,
Brian Calley
President & CEO
Small Business Association of Michigan

To submit your own public comment, visit this website. Some sample language follows below:

To Whom It May Concern,

As a small business owner in Michigan, I appreciate the Department’s decision to revisit and narrow the reporting requirements under the Corporate Transparency Act (CTA) through its interim final rule. This is a critical step toward reducing the undue burdens placed on small businesses and protecting fundamental rights.

The initial implementation of the CTA raised serious concerns by requiring the disclosure of Beneficial Ownership Information (BOI) under threat of criminal penalties, without sufficient regard for privacy and due process. The revised rule appropriately scales back these requirements, offering much-needed relief for small businesses that already navigate a complex regulatory landscape.

By narrowing the scope of entities required to report BOI, particularly exempting certain domestic reporting companies and U.S. persons, the revised rule significantly reduces compliance challenges. Small businesses—many of which operate with limited resources—would have been disproportionately affected by the original, overly broad mandates. These exemptions help ensure that entrepreneurs can focus on running and growing their businesses rather than grappling with unnecessary and complicated reporting requirements.

Additionally, the move toward a risk-based enforcement approach is a sensible and effective measure. By focusing on entities that present genuine risks of financial crime, the rule enhances security while respecting the rights of law-abiding business owners. This approach aligns enforcement priorities with the realities of small business operations, ensuring that hardworking entrepreneurs are not unfairly penalized by complex and burdensome regulations.

While I believe the CTA itself remains deeply flawed and unconstitutional, this interim rule represents meaningful progress in addressing some of the most pressing concerns. I appreciate the effort to refine the law in a way that better balances regulatory goals with the practical needs of small businesses across Michigan and beyond.

Sincerely,
[Your Name]
[Your Business Name]
[Your Contact Information]