The 11th Circuit Upheld the CTA — What Changes (and What Doesn't)
December 2025: the Corporate Transparency Act is constitutional — but FinCEN's March 2025 interim rule still governs who files. US-formed LLCs remain exempt as of May 2026. Dated explainer.
Current as of May 2026 · Reviewed 2026-05-22 · General information, not legal advice
On December 16, 2025, the U.S. Court of Appeals for the Eleventh Circuit ruled the Corporate Transparency Act constitutional. The statute is alive. But here is the part that matters for your LLC: FinCEN's March 2025 interim rule still decides who actually files — and as of May 2026, U.S.-formed LLCs still file nothing.
The 10-second answer
The Eleventh Circuit decision is about whether Congress had the power to pass the CTA — it held that it did. That is separate from who FinCEN currently requires to file.
Under FinCEN's March 2025 interim final rule, only entities formed under foreign law and registered in a U.S. state must report. If your LLC was formed in Wyoming, New Mexico, Delaware, or any U.S. state, you have no federal BOI report to file as of May 2026 — an interim rule, not finalized, and subject to change.
A constitutional statute and a live filing duty are not the same thing. The court upheld the statute; FinCEN's interim rule still controls enforcement and scope.
Timeline: two separate tracks
| Date | Event |
|---|---|
| Jan 1, 2024 | CTA BOI reporting goes live for most U.S. entities (FinCEN BOI) |
| 2024 – early 2025 | Constitutional challenges, injunctions, shifting deadlines |
| March 21–26, 2025 | FinCEN interim final rule removes U.S. companies from reporting scope |
| Dec 16, 2025 | National Small Business United v. U.S. Department of the Treasury — 11th Circuit unanimously upholds CTA (Holland & Knight) |
| May 2026 | U.S.-formed LLCs: no federal BOI filing — interim exemption stands, reversible |
What changed vs. what didn't
What changed
- The CTA is a valid exercise of Congress's Commerce Clause power (per the 11th Circuit)
- The district-court ruling that struck it down is reversed
- The legal foundation for a future filing requirement is intact — the door can be reopened by rule
- Foreign-formed entities registered in a U.S. state remain covered
What didn't change
- U.S.-formed LLCs still file no federal BOI report — as of May 2026, under the March 2025 interim rule, subject to change
- The 11th Circuit did not reinstate filing for domestic entities
- No new deadline, form, or penalty was created for U.S. LLCs by this decision
Why "constitutional" raises the stakes
Before December 2025, you could imagine the whole regime collapsing in court. That path is now mostly closed. What protects U.S. LLCs today is not a legal victory — it is a policy choice FinCEN made in an interim rule, and the agency could revise it.
For the concrete signals to watch, see Will Federal BOI Reporting Come Back in 2026?
Set expectations honestly
No BOI report does not equal invisibility. An anonymous LLC keeps your name off the public formation record. It is business privacy, not armor.
It does: keep your name off public state filings; reduce casual search and broker exposure; mean no federal BOI today for U.S. LLCs (dated qualifier applies).
It does not: make you judgment-proof; stop courts, the IRS, or your bank; reduce taxes; make you "untraceable."
Full breakdown: What an Anonymous LLC Does NOT Do
Questions people ask
If the CTA is constitutional now, do I have to file?
Not if your LLC was formed in a U.S. state. The March 2025 interim final rule still exempts domestic entities.
What case was this?
National Small Business United v. U.S. Department of the Treasury, Eleventh Circuit, December 16, 2025 — unanimous panel reversing the Northern District of Alabama.
Does this ruling reinstate BOI reporting for U.S. LLCs?
No. Reinstating domestic reporting would take a new FinCEN rule, not this court decision.
So is my U.S. LLC's exemption safe?
It's current, not guaranteed. The only thing keeping U.S. LLCs exempt is the interim rule — a policy choice FinCEN can revise.
Does an anonymous LLC protect my assets because the CTA was upheld?
No. The ruling is about Congress's power, not shielding what you own. Privacy ≠ asset protection.
Keep reading
General information, not legal advice. Default Privacy is not a law firm. CTA status (11th Circuit Dec 16, 2025; FinCEN March 2025 interim rule) current as of May 2026 — subject to change.
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