Twenty-one states and the District of Columbia sued the Trump administration on Tuesday over its rollback of corporate ownership reporting rules, accusing the Treasury Department of gutting a 2021 anti-money-laundering law that was designed to strip anonymity from the shell companies criminals use to hide dirty money. The lawsuit, filed in federal court in Oregon, asks a judge to throw out the administration's August rule and to block the planned deletion of ownership records the government has already collected.
The case is the latest and broadest legal challenge to President Donald Trump's effort to dismantle the Corporate Transparency Act, a bipartisan law Congress passed to force companies operating in the United States to tell the government's financial crimes unit who really owns and controls them. The administration's final rule, issued by the Treasury Department's Financial Crimes Enforcement Network (FinCEN) on August 11, 2026, exempts all domestic companies and all American owners from reporting, leaving only foreign companies registered to do business in the United States subject to disclosure, and only for their foreign owners.
The states say that change effectively repeals the law by regulation. Their complaint argues that the rule exempts more than 99.9 percent of the companies originally required to disclose their owners, and that it allows the true owners of both foreign and domestic shell companies to remain anonymous, exactly what Congress set out to prevent.
The coalition of mostly Democratic-led states filed its challenge on Tuesday, asking the federal court in Oregon to declare the August rule unlawful and set it aside. The complaint's central argument is blunt: "The executive branch cannot repeal a law by rulemaking. That fundamental principle resolves this case," the states wrote, according to Reuters, which first reported the filing.
The suit names Treasury Secretary Scott Bessent, the Department of the Treasury and FinCEN as defendants, and also lists the heads of the Departments of Justice and Homeland Security. The attorneys general argue that FinCEN violated the text of the Corporate Transparency Act and the Administrative Procedure Act, acted arbitrarily without a legitimate policy rationale, and failed to consult the Secretary of Homeland Security and the Attorney General as the statute requires before granting such sweeping exemptions.
The states are seeking more than a declaration. They want an immediate court order blocking the August rule, stopping the purge of existing records, and forcing FinCEN to collect beneficial ownership data as Congress originally directed. No hearing date has yet been set, and the administration has not yet filed its response, but the states' request to preserve the database gives the case urgency: once records are deleted, they cannot easily be rebuilt.
New York Attorney General Letitia James, one of the attorneys general behind the challenge, said the rule leaves law enforcement blind. "The Trump administration has effectively overturned this law by enacting a rule that exempts all domestic companies and US owners of foreign companies from the law's requirements, allowing the true owners of both foreign and domestic shell companies to remain anonymous," James said in a statement. In a separate statement, she added: "Secretive shell companies help drug traffickers, tax cheats, and other criminals hide their illegal profits. The Trump administration is gutting a critical federal law that forces these companies out of hiding and helps law enforcement track down stolen funds. Today, we are taking action to uphold the law and ensure that criminal networks cannot abuse the system to hide their activities."
The coalition is led by the attorneys general of Minnesota, Oregon and Illinois, Keith Ellison, Dan Rayfield and Kwame Raoul, and includes New York, California, Arizona, Colorado, Delaware, Maine, Maryland, Massachusetts, Michigan, Nevada, New Jersey, New Mexico, North Carolina, Rhode Island, Virginia, Washington and Wisconsin, along with the District of Columbia. The breadth of the group, spanning every region of the country, is itself part of the message: state prosecutors say that when federal watchdogs look the other way, state tax revenues fall, consumers are cheated by phantom contractors, and state investigators lose their fastest trail to organised financial crime.
Congress enacted the Corporate Transparency Act on January 1, 2021, as part of the Anti-Money Laundering Act of 2020, after years of warnings from law enforcement and anti-corruption groups that the United States had become one of the easiest places in the world to form an anonymous company. A person could register a limited liability company in a state with little more than a name and a fee, then use it to buy property, move money and sign contracts without ever revealing who stood behind it. The law's answer was a confidential, non-public database: companies would report the individuals who directly or indirectly owned or controlled them to FinCEN, and only law enforcement, national security agencies and certain financial institutions could access it.
FinCEN's 2022 implementing rule estimated the affected population at about 32.6 million entities, and reporting began on January 1, 2024, with companies required to file an initial report and keep it up to date. FinCEN estimated the total first-year labour cost of those initial filings at 21.7 billion dollars, a figure small businesses seized on as proof the mandate was crushing. The law also faced constitutional challenges from small-business groups, and in late 2024 and early 2025 federal district courts issued nationwide injunctions halting enforcement.
The change of administration transformed the fight. On March 2, 2025, the Treasury Department announced it would suspend enforcement against US citizens and domestic reporting companies, and on March 21, 2025, FinCEN published an interim final rule, effective March 26, that exempted domestic companies and US beneficial owners from reporting altogether. Only foreign companies registered to do business in a US state or tribal jurisdiction still had to report, and their reports no longer had to include any US owners.
The August 2026 final rule made that interim arrangement permanent, with limited changes, and went one step further: FinCEN announced it would delete previously reported information about people it reasonably believes to be US persons, whether they were reported as company applicants, beneficial owners or holders of a FinCEN identifier, with deletion triggered by identifiers such as a US passport or driver's licence. It is that purge, as much as the exemption itself, that the states now want a court to stop.
Under the law as Congress wrote it, a "reporting company" was any domestic or foreign entity created or registered by filing with a secretary of state, unless an exemption applied, and it had to disclose each beneficial owner: any individual owning 25 percent or more, or exercising substantial control. The database was never public, but it gave investigators a starting point they previously lacked, a way to connect a shell company to a person before a crime was fully unravelled.
Under the August rule, the picture is almost inverted. A company formed in Delaware, Wyoming, Nevada or any other state has no federal obligation to report at all, and no obligation to update or correct anything it previously filed. A foreign company registered in the United States must still report, but only its foreign owners count; its American controllers are invisible to the system. For purely domestic businesses and their advisers, the compliance question is settled: no report is required. For investigators, the states argue, the trail now stops at the border of the very secrecy the law was written to end.
The administration's defence has been consistent since March 2025: the mandate was a burden on legitimate enterprise, not a weapon against crime. Bessent cast the August rule as "eliminating a burdensome reporting requirement for millions of law-abiding business owners without compromising our national security." Supporters of the rollback, including Republican lawmakers and small-business groups, had pressed FinCEN for more than a year for a final rule that would give companies certainty, and had urged the agency to purge domestic ownership information filed before the requirement was scaled back.
The sharpest criticism from within Congress came in August from Senator Elizabeth Warren of Massachusetts, the top Democrat on the Senate Banking, Housing and Urban Affairs Committee. Warren said rolling back the reporting requirements increased the risks of sanctions evasion, fraud and drug trafficking, as well as sex trafficking and organised criminal activity, a warning the states' lawsuit now echoes in court.
The states' complaint takes direct aim at the administration's reasoning, arguing that the interim exemptions rule relied "first and foremost, on nakedly political considerations" and created "multiple avenues for malign actors to avoid any beneficial ownership reporting at all." The administration, the suit argues, offered no serious analysis of how exempting nearly every company would affect the law's anti-money-laundering purpose, and no explanation for deleting data investigators may still need.
The Treasury Department did not respond to Reuters' request for comment on the lawsuit. The Justice and Homeland Security departments, also named as defendants, have not publicly commented either. That silence leaves the administration's courtroom defence still to come, but its public position is already clear from the rule itself: the costs to small business outweighed the benefits of a database that, in its view, had become a compliance exercise rather than a crime-fighting tool.
Anti-corruption advocates outside government have long warned that the United States is an outlier among major economies in how easily anonymous companies can be formed, and they point to cases in which shell companies were used to launder the proceeds of foreign corruption, evade sanctions and hide the ownership of luxury real estate. For those groups, the lawsuit is a test of whether a law passed with broad bipartisan support, as part of the 2021 National Defense Authorization Act, can be undone by executive action alone.
The case matters for three reasons that reach well beyond corporate paperwork. First, it is a separation-of-powers fight: if an agency can exempt 99.9 percent of the entities a statute covers, the states argue, then rulemaking becomes repeal, and Congress's power to write anti-corruption law becomes advisory. Courts have been sceptical of that kind of wholesale rewrite in other contexts, and the Oregon court will now test it here.
Second, it is a practical fight about evidence. Financial crime investigations often begin with ownership: who controls the company that bought the building, signed the contract or moved the money. A database that covers only foreign companies and only their foreign owners leaves the most common American vehicle for hiding wealth, the domestic limited liability company, entirely outside the system. State prosecutors say that gap will be felt first in their own cases, from tax fraud to contractor scams to the laundering of drug proceeds.
Third, the timing matters. The lawsuit lands one week before the November 3 midterm elections, in a campaign season already saturated with arguments about money in politics, from the billion dollars in dark-money spending documented in outside-group filings to the administration's own legal battles with Democratic-led states over election administration. The ownership case gives voters a concrete example of a broader argument both parties are making: that the rules governing hidden money are being rewritten while the public is not watching.
The case now moves into federal court in Oregon, where the first fight will be over interim relief. The states want the August rule blocked and the data purge halted while the case is heard, and they will need to persuade a judge that they are likely to succeed, that they will suffer irreparable harm without an injunction, and that the balance of interests favours preserving the database. The administration is expected to argue that the rule is a lawful exercise of FinCEN's exemption authority, that Congress gave the agency room to tailor the reporting regime, and that the burden on small business justified the change.
Whatever the district court decides, an appeal is likely, and the case could take months or years to resolve. In the meantime, companies face no federal reporting obligation, and FinCEN's deletion programme remains the most urgent practical question: if the records are purged before a court rules, a later victory for the states may restore the duty to report going forward but cannot recover what was erased. Congress could also intervene, either by amending the Corporate Transparency Act to narrow FinCEN's exemption power or by letting the courts settle the question, but with a midterm election one week away, legislative action before November 3 is unlikely.
For businesses, the advice from practitioners remains unchanged for now: domestic entities need not file, update or correct beneficial ownership reports, while foreign entities operating in the United States should confirm whether they remain reporting companies and whether their foreign owners must still be disclosed. For investigators and prosecutors, the lawsuit is the last available brake on a rollback that, if it stands, will leave the federal ownership database a shadow of the one Congress created.
It is a 2021 law, passed as part of the Anti-Money Laundering Act of 2020, that required companies operating in the United States to report their true beneficial owners to FinCEN's confidential database, to combat money laundering, terrorist financing, tax fraud and other illicit activity through anonymous shell companies.
It permanently exempted all US companies and US persons from beneficial ownership reporting, leaving only foreign companies registered in the United States subject to disclosure, and only for their foreign owners. It also announced that FinCEN would delete previously reported information about US persons.
Twenty-one states and the District of Columbia sued in the US District Court for Oregon, led by the attorneys general of Minnesota, Oregon and Illinois, with New York's Letitia James among the coalition. Defendants include Treasury Secretary Scott Bessent, the Treasury Department, FinCEN, and the heads of the Justice and Homeland Security departments.
They want the court to declare the August rule unlawful, vacate it, block FinCEN from carrying out the data purge, and require the agency to collect beneficial ownership data as Congress originally directed.
For now, no: under the current rule, a company formed in any US state or tribal jurisdiction does not need to file, update or correct a beneficial ownership report. That could change if the states win in court, so businesses should watch the case and any new FinCEN guidance.
Related coverage on US News Pulse: Dark Money Midterms 2026: $1 Billion in Secret Cash Floods US Races, Judge Blocks Trump Refugee Rule Cutting Response Time to 10 Days, and Washington Ballots Row: DOJ Demands 400 Suspected Noncitizen Votes Set Aside.
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