Texas Top Cop Shop, Incorporated, et al. v. Todd Blanche, Attorney General, et al.

The Corporate Transparency Act imposes a first-ofits-kind federal reporting mandate on more than 30 million domestic corporations merely because they exist, without reference to any activity at all. 31 U.S.C. § 5336. The district court in this case held the Act’s mandate to exceed Congress’s power and enjoined it, and this Court stayed the injunction. McHenry v. Texas Top Cop Shop, Inc., 145 S. Ct. 1 (2025). Subsequently, the Eleventh Circuit split with the district court’s decision, holding that corporate entities’ mere existence constitutes “economic activity” that substantially affects interstate commerce and therefore may be regulated under the Commerce Clause. Nat’l Small Bus. United v. U.S. Dep’t of Treasury, 161 F.4th 1323 (11th Cir. 2025). It also held that the Act’s requirement that corporations disclose sensitive information about their “beneficial owners” to federal authorities is reasonable under the Fourth Amendment. The questions presented here are:

1. Whether the Act’s regulation of corporations merely because they exist under state law exceeds Congress’s Commerce Clause authority.

2. Whether the Act’s suspicionless and warrantless searches to further a generalized interest in expedient law enforcement violate the Fourth Amendment.