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FOR PUBLICATION
In the
United States Court of Appeals
For the Eleventh Circuit
No. 24-10736
NATIONAL SMALL BUSINESS UNITED,
d.b.a. National Small Business Association,
ISAAC WINKLES,
Plaintiffs-Appellees,
versus
U.S. DEPARTMENT OF THE TREASURY,
ACTING DIRECTOR OF THE FINANCIAL CRIMES
ENFORCEMENT NETWORK,
SECRETARY, U.S. DEPARTMENT OF THE
TREASURY,
Defendants-Appellants.
Appeal from the United States District Court
for the Northern District of Alabama
D.C. Docket No. 5:22-cv-01448-LCB
Before JORDAN, NEWSOM, and BRASHER, Circuit Judges.
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2 Opinion of the Court 24-10736
BRASHER, Circuit Judge:
The question in this appeal is whether a federal law requiring corporations to report information about their owners is constitutional. Congress found that bad actors have been using the anonymity of the corporate form to commit financial crimes, such as
money laundering and financing terrorism. To prevent these anonymous business dealings, Congress passed the Corporate Transparency Act as part of the Anti-Money Laundering Act of 2020. Pub.
L. No. 116-283, 134 Stat. 4604 (codified at 31 U.S.C. § 5336). The
CTA requires certain corporate entities to report their “beneficial
owners”—i.e., the actual people who exercise control over the entity—to the Department of the Treasury.
To be constitutional, every federal law must, first, be consistent with one of Congress’s enumerated powers and, second, not
violate any of the Constitution’s individual rights guarantees. National Small Business United, a business association, and Isaac Winkles, a real-estate manager, argue that the CTA fails on both counts.
As relevant here, they say that the CTA is not an appropriate exercise of Congress’s power to regulate interstate commerce and is
therefore facially unconstitutional. See U.S. CONST. art. I, § 8, cl. 3.
In the alternative, they say that the CTA violates the Fourth
Amendment’s prohibition on unreasonable searches and is facially
unconstitutional for that reason. See U.S. CONST. amend IV.
The district court concluded that the CTA did not regulate
economic activity and, on that basis, granted the plaintiffs summary judgment. We disagree. We believe that, by effectively
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prohibiting anonymous business dealings, the CTA facially regulates economic activities having a substantial aggregate impact on
interstate commerce. Moreover, as a uniform and limited reporting requirement, the CTA does not facially violate the Fourth
Amendment. Accordingly, we reverse.
I.
Financial crime is a serious problem. According to one recent estimate, money laundering costs the government billions of
dollars every year. DEP’T OF THE TREASURY, NATIONAL MONEY
LAUNDERING RISK ASSESSMENT 3 & n.1 (2024). Financial criminals
often use shell companies to conceal their fraud and their identities.
Id. at 53. Because most states do not require businesses to report
information about their owners, law enforcement has long suffered
from an information gap when fighting financial crime. H.R. REP.
NO. 116-227, at 2 (2019).
To combat this problem, Congress passed the CTA. In doing
so, it made a series of findings. It found that more than 2,000,000
corporations and limited liability companies are formed each year,
mostly in states that do not require beneficial ownership information. Id. These anonymous companies sometimes abuse the corporate form to commit crimes “affecting interstate and international commerce.” Id. Congress therefore concluded that the CTA
was necessary to combat securities and financial fraud. Id. Congress
also found that uniform reporting laws would support “national security, intelligence, and law enforcement efforts to counter money
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laundering, the financing of terrorism, and other illicit activity.”
Pub. L. No. 116-283, § 6402(5)(D), 134 Stat. 4604.
The CTA provides for the “collection of beneficial ownership information” of designated reporting companies. Id. § 6402(5),
134 Stat. 4604. Under the law, those companies must disclose information about “each beneficial owner” and “each applicant” to the
Department of the Treasury’s Financial Crimes Enforcement Network. 31 U.S.C. § 5336(b)(1)(A), (b)(2)(A). A “reporting company”
is a corporation, LLC, or other similar entity incorporated under
the laws of a state, or formed under the law of a foreign country
and registered to do business in the United States. Id. § 5336(a)(11).
“Beneficial owner” is defined as an individual who exercises substantial control over an entity or otherwise controls at least twentyfive percent of its ownership interests. Id. § 5336(a)(3)(A). “Applicant” refers to an individual who files an application to form an entity. Id. § 5336(a)(2). Reporting companies must provide FinCEN
with their beneficial owners’ and applicants’ full legal name, date
of birth, home or business address, and government ID. Id. §
5336(b)(2)(A).
The CTA applies differently depending on when the reporting company incorporates. Under the CTA and subsequent Treasury regulations, businesses created before March 26, 2025, were required to comply with the CTA by April 25, 2025. 31 C.F.R.
§ 1010.380(a)(1)(ii); U.S.C. § 5336(b)(1)(B). Companies formed after
that date must file a report within thirty days of registration. 31
C.F.R. § 1010.380(a)(1)(i); 31 U.S.C. § 5336(b)(1)(C). The reporting
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requirement is an ongoing obligation. If there is any change with
respect to required information previously submitted to FinCEN,
the company must file an updated report within thirty days. 31
C.F.R. § 1010.380(a)(2)(i); 31 U.S.C. § 5336(b)(1)(D).
The CTA contains numerous exceptions. Excluded from the
definition of “reporting company” are banks, credit unions, brokers, investment companies, insurance companies, accounting
firms, and 501(c) nonprofits. 31 U.S.C. § 5336(a)(11)(B). Also excluded are entities that employ more than twenty employees and
make more than $5,000,000 in annual gross sales. Id.
§ 5336(a)(11)(B)(xxi). Entities in existence on or before January 1,
2020, that are not engaged in active business, are not owned by a
foreign person, have not experienced a recent change in ownership, do not hold assets, and have not sent or received funds in an
amount greater than $1,000 in the past year are likewise exempt.
31 C.F.R. § 1010.380(c)(2)(xxiii); 31 U.S.C. § 5336(a)(11)(B)(xxiii).
The CTA also permits the Secretary of the Treasury to pass
regulations exempting other groups from the reporting requirement. 31 U.S.C. § 5336(a)(11)(B)(xxiv). After passage, FinCEN issued an interim final rule exempting domestic companies from the
CTA’s requirements. The interim final rule still requires foreign
companies to report ownership information except as to American
owners. 1 See Beneficial Ownership Information Reporting
1 The parties agree that this rulemaking does not render this case moot. We
believe they are correct. See Naturist Soc’y v. Fillyaw, 958 F.2d 1515, 1520 (11th
Cir. 1992).
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Requirement Revision and Deadline Extension, 90 Fed. Reg. 13688,
13690 (Mar. 26, 2025) (to be codified at 31 C.F.R. pt. 1010).
The CTA was controversial from the start. See Kate Kelly,
On Eve of Money Laundering Law’s Activation, a Lobby Cries Foul, N.Y.
TIMES, Dec. 18, 2023, at B4. After it was enacted, NSBU and Winkles sued the Secretary of the Treasury, the Department of the
Treasury, and FinCEN’s Acting Director, seeking declaratory and
injunctive relief. NSBU represents “over 65,000 businesses and entrepreneurs located in all 50 states. [Its] members come from every
sector of the U.S. economy, including manufacturing, retail, food
service, and professional services.” McCracken Decl. at 2. Winkles
owns a small business with three full-time employees and “annual
turnover of under $20 million.” Winkles Decl. at 1-2.
NSBU and Winkles claimed that the CTA is facially unconstitutional and that it violates the First, Fourth, Fifth, Ninth, and
Tenth Amendments. The parties agreed that the case could be resolved on dispositive motions without discovery. They then crossmoved for summary judgment.
The district court granted the plaintiffs’ motion for summary judgment and denied the defendants’ cross-motion for summary judgment. The court held that neither the Commerce, Taxing, and Necessary and Proper Clauses, nor Congress’s foreign affairs and national security powers, justified the CTA. Regarding the
Commerce Clause, the court ruled that the CTA primarily regulates the non-commercial act of incorporation and that the connection between the act of incorporation and the activities Congress
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sought to curb was too attenuated. The court also emphasized the
CTA’s lack of any jurisdictional hook limiting its reach to interstate
commerce. Because it held that the CTA exceeded Congress’s enumerated powers, the court did not address whether it violated the
First, Fourth, or Fifth Amendments.
The government timely appealed.
II.
This Court reviews de novo the district court’s disposition of
a motion for summary judgment. See Lowery v. AmGuard Ins. Co.,
90 F.4th 1098, 1103 (11th Cir. 2024). We also review de novo the
constitutionality of a challenged statute. United States v. Paige, 604
F.3d 1268, 1270 (11th Cir. 2010).
III.
NSBU and Winkles advance two main arguments against
the facial constitutionality of the CTA. First, they argue that Congress did not have the power, under the Commerce Clause or otherwise, to enact the CTA. Second, in the alternative, they argue
that the CTA violates the Fourth Amendment’s prohibition on unreasonable searches. We address each argument in turn.
A.
Turning to the Commerce Clause, we start with first principles. Every law enacted by Congress must be based on one or more
of its constitutionally enumerated powers. See Marbury v. Madison,
5 U.S. (1 Cranch) 137, 176 (1803) (Marshall, C.J.). One of those
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enumerated powers is the power “[t]o regulate Commerce with
foreign Nations, and among the several States, and with the Indian
Tribes.” U.S. CONST. art. I, § 8, cl. 3.
To preserve a “distinction between what is truly national
and what is truly local,” United States v. Lopez, 514 U.S. 549, 567-68
(1995), the Supreme Court has identified three categories of activity that Congress may regulate under its Commerce Clause power:
(1) channels of interstate commerce; (2) instrumentalities of interstate commerce, or persons or things in interstate commerce; and
(3) activities that substantially affect interstate commerce. Id. at
558-59. The district court held, and the parties do not dispute, that
the CTA does not regulate the channels or instrumentalities of
commerce. Therefore, the question is whether the CTA passes
muster under the third category: the “substantial effects” test.
Under the substantial effects test, the Court has distinguished between laws having “nothing to do with ‘commerce’ or
any sort of economic enterprise,” id. at 561, and those laws regulating “quintessentially economic” activities, Gonzales v. Raich, 545
U.S. 1, 25 (2005). The substantial effects test is ordinarily met only
when the underlying activity is economic in nature or where the
statute contains a jurisdictional element linked to interstate commerce. See Lopez, 514 U.S. at 560-61; United States v. Morrison, 529
U.S. 598, 613 (2000) (“[O]ur cases have upheld Commerce Clause
regulation of intrastate activity only where that activity is economic in nature.”); United States v. Olin Corp., 107 F.3d 1506, 1511
(11th Cir. 1997) (“have an economic character”). In short, for a law
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to be facially constitutional under the substantial effects test in the
absence of a jurisdictional element, the law ordinarily must be directed at some kind of commercial or economic activity and Congress must have rationally concluded that the regulated activity in
the aggregate substantially affects interstate commerce.
Applying the substantial effects test, we hold that the CTA
is a constitutional exercise of Congress’s power under the Commerce Clause. First, on its face, the CTA regulates activity that is
economic in nature. It effectively prohibits anonymous corporate
dealings, regulates commercial entities that are active in the stream
of commerce, and requires them to report information related to
their ownership. Second, Congress rationally concluded that anonymous corporate dealings have a substantial aggregate effect on interstate commerce. We address each point below.
1.
We will start with whether the CTA regulates economic activity. The Supreme Court has held that run-of-the-mill criminal
laws flunk this test. For example, criminal statutes prohibiting firearms in school zones and gender-motivated violence are not directed at economic activity. Lopez, 514 U.S. at 561; Morrison, 529
U.S. at 613, 617. But a law can regulate economic activity even if
the connection between the challenged law and commerce isn’t
airtight. It is enough that the regulated activity involves “some sort
of economic endeavor” with “an apparent commercial character.”
Morrison, 529 U.S. at 611 & n.4.
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We think the CTA is sufficiently connected to economic activity to meet the first part of the substantial effects test. The law
applies to “corporation[s], limited liability compan[ies], or other
similar entit[ies].” 31 U.S.C. § 5336(a)(11). Corporations are formed
when prospective shareholders exchange money, property, or
both, in return for stock. A corporation conducts business, realizes
losses or gains, pays taxes, and distributes dividends to its shareholders. HOLGER SPAMANN, SCOTT HIRST & GABRIEL RAUTERBERG,
CORPORATIONS IN 100 PAGES 1-12 (2020); RICHARD D. FREER &
DOUGLAS K. MOLL, PRINCIPLES OF BUSINESS ORGANIZATIONS 194-96
(2d ed. 2018). Like corporations, LLCs offer owners protection
from personal liability, although profits are passed through to a
member’s personal income without facing corporate taxes.
FRANKLIN A. GEVURTZ, CORPORATION LAW 4-6 (3d ed. 2021);
STEPHEN M. BAINBRIDGE, AGENCY, PARTNERSHIP & LLCS 269 (4th
ed. 2024).
These entities are commercial by their very nature. As the
Supreme Court has long recognized, a corporation is never created
“for its own sake,” but instead exists “for the purpose of effecting
something else.” McCulloch v. Maryland, 17 U.S. (4 Wheat.) 316, 411
(1819). For-profit business entities are a means to an economic end.
They exist primarily to “use [their] resources and engage in activities designed to increase [their] profits.” MILTON FRIEDMAN,
CAPITALISM AND FREEDOM 133 (1962); STEPHEN M. BAINBRIDGE,
CORPORATION LAW AND ECONOMICS 419-29 (2002) (traditional fiduciary duties require corporations to maximize profits). Aside from
being profit maximizers, business entities also exist to efficiently
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pool capital and allow creditors and shareholders to invest without
disclosing their identities. William J. Moon, Anonymous Companies,
71 DUKE L.J. 1425, 1429-32 (2022). For all these reasons, the corporate form is understood to be “the foundation of the modern market economy.” Giuseppe Dari-Mattiacci, Oscar Gelderblom, Joost
Jonker & Enrico C. Perotti, The Emergence of the Corporate Form, 33
J.L. ECON. & ORG. 193, 225 (2017).
Considering the nature of the corporate form and modern
business, we can safely say that the CTA facially regulates economic activity. The statute is specifically directed at domestic companies created under the laws of a state and foreign companies registered to do business in the United States. 31 U.S.C.
§ 5336(a)(11)(A). By requiring these corporate entities to provide
beneficial ownership information, the CTA regulates how they operate and the level of secrecy with which they do business. The
maintenance and operation of a separate corporate entity is comparable to other regulated activities the Supreme Court has found
commercial in nature. See Wickard v. Filburn, 317 U.S. 111 (1942)
(consumption of home-grown wheat); Perez v. United States, 402
U.S. 146 (1971) (extortionate intrastate credit transactions).
NSBU’s and Winkles’s own declarations emphasize the
point. NSBU represents tens of thousands of businesses in every
sector of the economy. According to NSBU, eighty percent of its
members fall under the CTA’s definition of “reporting company.”
Winkles co-owns two corporations that “manage and lease real
property” and generate “annual turnover of under $20 million.”
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Winkles Decl. at 1-2. Winkles’s two companies earn approximately
$8 million and $5 million in annual gross sales. Neither NSBU nor
Winkles has identified any reporting companies that do not engage
in commercial activity. That both plaintiffs are clearly economically active and failed to provide evidence of a non-commercial entity regulated by the CTA is strong evidence that the statute regulates commerce.
Moreover, to the extent a corporate entity is not involved in
commerce, the CTA’s many carveouts will likely exempt it. The
statute excludes trusts, banks, government agencies, public utilities, political organizations, and nonprofits. 31 U.S.C.
§ 5336(a)(11)(B). The CTA also exempts inactive businesses that
are created on or before January 1, 2020, hold no assets, and have
not sent or received funds exceeding $1,000 in a year. 31 C.F.R.
§ 1010.380(c)(2)(xxiii); 31 U.S.C. § 5336(a)(11)(B)(xxiii). Congress’s
decision to tailor the CTA to active businesses is further evidence
the statute regulates commerce on its face.
NSBU and Winkles make three arguments to resist this conclusion. None works.
First, they argue, like the district court, that the CTA regulates the noneconomic “isolated, discrete act” of incorporation.
We’ll assume without deciding that this “isolated, discrete act” is
not itself commercial in character. Even indulging that assumption,
we believe the CTA’s text establishes that it does not regulate the
act of incorporation. Instead, the CTA regulates entities after they
have been incorporated. Even though the statute defines
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“reporting company” as one “created by the filing of a document,”
this provision serves only to identify those entities that must comply with the statute’s reporting requirements. 31 U.S.C.
§ 5336(a)(11)(A)(i). The statute in no way affects how businesses incorporate. It does not alter any relevant state law. It addresses only
what entities must do after they are registered to do business—provide beneficial owner information to the Treasury Secretary.
Other parts of the text confirm that the CTA is not regulating the act of incorporation. The statute requires existing businesses that have already incorporated to continue reporting
changes in ownership. Id. § 5336(b)(1)(D). Foreign entities registered to do business in the United States, but that were incorporated abroad, are also subject to the CTA. Id. § 5336(a)(11)(A)(ii).
And, as we’ve already explained above, the CTA exempts businesses that are not actively engaged in commerce from the reporting requirement.
Second, NSBU and Winkles argue that the CTA is constitutionally infirm because it lacks a jurisdictional element. Again, we
disagree. A jurisdictional element “ensure[s], through case-by-case
inquiry, that the [activity] in question affects interstate commerce.”
Lopez, 514 U.S. at 561. We have held that a jurisdictional element—
because it allows a case-by-case assessment—immunizes criminal
statutes from facial challenges. United States v. Pugh, 90 F.4th 1318,
1326 (11th Cir.), cert. denied, 145 S. Ct. 236 (2024). See also United
States v. Dupree, 258 F.3d 1258, 1259 (11th Cir. 2001) (jurisdictional
hook defeated facial challenge to statute prohibiting a felon from
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possessing a firearm). But neither we nor the Supreme Court has
ever suggested that a jurisdictional element is necessary for an economic regulation. See United States v. Moghadam, 175 F.3d 1269,
1275-76 (11th Cir. 1999) (holding that a jurisdictional element was
unnecessary where the statute regulated economic activities having a substantial effect on interstate commerce). In Lopez and Morrison, for example, a case-by-case jurisdictional assessment was necessary because the statutes facially regulated non-economic activity. “The absence of such a jurisdictional element simply means
that courts must determine independently whether the statute regulates activities that arise out of or are connected with a commercial transaction, which viewed in the aggregate, substantially affect
interstate commerce.” Id. (citation modified).
Finally, citing National Federation of Independent Business v.
Sebelius, 567 U.S. 519 (2012), NSBU and Wrinkles say that the CTA
regulates inactivity. But the CTA does not “compel [entities] not
engaged in commerce” to do so. Id. at 549. Because of the tailored
scope of the act, it regulates entities that are active in commerce.
See 31 U.S.C. § 5336(a)(11)(B), (b)(1)(B). The CTA does not regulate
based on an entity’s anticipated future conduct. Instead, the CTA
anticipates the effects on commerce of active businesses not reporting ownership information. See NFIB, 567 U.S. at 557.
In sum, the CTA regulates economic activity on its face. Accordingly, the only question for its facial constitutionality under the
Commerce Clause is whether the intrastate economic activity it
regulates substantially affects interstate commerce.
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2.
We turn now to that second question: did Congress rationally conclude that the regulated conduct has a substantial aggregate
effect on interstate commerce? We believe that it did.
Apart from its scope, the CTA is a routine federal law. Federal reporting requirements are very common. See Cal. Bankers
Ass’n v. Shultz, 416 U.S. 21, 47 (1974) (“[P]rovisions requiring reporting or recordkeeping . . . are by no means unique.”). The
United States Code is replete with them. See, e.g., 31 U.S.C. § 5313
(requiring banks to file reports with the Secretary of the Treasury
whenever they are involved in cash transactions exceeding a certain amount); 52 U.S.C § 30104 (requiring political committees to
file reports of receipts and disbursements); 2 U.S.C. § 1604 (requiring registered lobbyists to file reports with Congress that include
their name, a list of lobbying activities, and a list of employees). So
the CTA is hardly based on a “new conception[] of federal power.”
NFIB, 567 U.S. at 550.
This particular reporting requirement is an effort to curtail
abuses of the corporate form. In its report accompanying the CTA,
the House Committee on Financial Services found that anonymous ownership and the corporate form were contributing to
fraud. The Committee concluded that anonymous shell companies
“afford a high level of secrecy” to money launderers. H.R. REP. NO.
116-227, at 10 (2019). The report also found that the United States
was not meeting international standards regarding disclosure requirements, making it a target for money laundering. Id. at 2,11.
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In reaching these conclusions, Congress relied on input from
numerous national security and law enforcement experts about
how anonymous shell companies affect interstate and international
commerce. Congress held a hearing on the CTA, during which the
former Director of the FBI’s Terrorist Financing Operation Section
testified that the CTA was “necessary and long overdue.” Promoting
Corporate Transparency: Examining Legislative Proposals to Detect and
Deter Financial Crimes: Hearing on H.R. 2513 Before the Subcomm. on
Nat’l Sec., Int’l Dev., & Monetary Pol’y of the H. Comm. on Fin. Servs.,
116th Cong. 49 (2019) (statement of Dennis M. Lormel). Lormel
also stated that he believed reporting requirements would help reduce drug trafficking. Id. at 28. Congress heard additional testimony in support of the CTA from law enforcement associations
such as the Fraternal Order of Police. The Fraternal Order said that
collecting beneficial ownership information would help combat
the threat posed by “[t]ransnational criminal organizations and terrorist operations.” Id. at 69. Finally, an array of industry representatives concluded the CTA would protect financial institutions of all
stripes from financial crime. Id. at 75-76.
Congress could rationally conclude that the freedom of beneficial owners to operate anonymously through shell companies
had a substantial aggregate impact on interstate commerce. Congress found that 2,000,000 corporations and LLCs are formed annually. Congress reasonably concluded that failing to require businesses to report beneficial ownership information would undercut
its goal of regulating interstate financial crime. Indeed, it explicitly
found that the CTA was necessary to prevent the use of the
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corporate form to commit fraud. Anti-Money Laundering Act of
2020, Pub. L. No. 116-283, § 6402(5), 134 Stat. 4547, 4604 (2021).
Although congressional findings are not necessary, Katzenbach v. McClung, 379 U.S. 294, 299, 304 (1964), and alone cannot
sustain Commerce Clause legislation, see Morrison, 529 U.S. at 614,
such findings may better “enable us to evaluate the legislative judgment that the activity in question substantially affect[s] interstate
commerce.” Lopez, 514 U.S. at 563. Congress’s findings here are entitled to deference. See United States v. Viscome, 144 F.3d 1365, 1371
(11th Cir. 1998) (holding that “explicit findings that the proscribed
activity in issue substantially affected interstate commerce” are accorded “substantial deference”). Here the connection between the
thing being regulated—the anonymous ownership and operation
of businesses—and its effect on interstate commerce is direct and
straightforward. Congress had a rational basis for believing that, in
the aggregate, the anonymous operation of businesses substantially affected interstate commerce.
NSBU and Winkles resist this conclusion by citing examples
of hypothetical entities that engage in purely intrastate activity but
may still be regulated by the CTA. The existence of some edge
cases doesn’t help in this facial challenge. “[W]here a general regulatory statute bears a substantial relation to commerce, the de minimis character of individual instances arising under that statute is of
no consequence.” Lopez, 514 U.S. at 558 (citing Maryland v. Wirtz,
392 U.S. 183, 196 n.27 (1968) (citation modified), overruled on other
grounds by, Nat’l League of Cities v. Usery, 426 U.S. 833 (1976)). This
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argument about corporations that are uniquely focused on intrastate activity is the stuff of an as-applied challenge. See, e.g., Gonzales
v. Raich, 545 U.S. 1 (2005). Because Congress reasonably determined that this cumulative activity would substantially affect commerce, the existence of some purely intrastate entities does not invalidate the CTA as a facial matter.
* * *
In short, the CTA is a constitutional exercise of Congress’s
enumerated power to regulate interstate commerce. Because it is
directed at the ownership and maintenance of corporations, it is a
regulation of economic activity. And Congress rationally concluded that this activity has a substantial aggregate impact on interstate commerce.
B.
Having determined that Congress had the power to enact
the CTA, we now ask whether the CTA facially violates any individual rights amendment. A facial challenge under an individual
rights amendment is “hard to win.” Moody v. NetChoice, LLC, 603
U.S. 707, 723 (2024). A plaintiff cannot succeed on such a facial challenge unless he “‘establish[es] that no set of circumstances exists
under which the [law] would be valid,’ or he shows that the law
lacks a ‘plainly legitimate sweep.’” Id. (quoting United States v. Salerno, 481 U.S. 739, 745 (1987) and Washington State Grange v. Washington State Republican Party, 552 U.S. 442, 450–451 (2008)).
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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. 2 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
2 NSBU and Winkles vaguely reference First, Fifth, Ninth, and Tenth Amendment claims but make no argument in support of them. These arguments are
abandoned for purposes of appeal. See Sapuppo v. Allstate Floridian Ins. Co., 739
F.3d 678, 681 (11th Cir. 2014) (a party fails to adequately brief a claim when it
fails to clearly present it or refers to it only in passing).
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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
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24-10736 Opinion of the Court 21
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.
IV.
We REVERSE and REMAND for further proceedings consistent with this opinion.