What Fresh Hell Can This Be? Beneficial Ownership Reporting in Limbo

In furtherance of prior statements as to its intent,^[1] on March 26, 2025, the Financial Crimes Enforcement Network (“FinCEN”) published in the Federal Register a new interim final rule (“IFR”) ^[2] governing the application of the Corporate Transparency Act (“CTA”)^[3] that significantly amended the until-then extant Reporting Rules.^[4] In so doing, FinCEN, following direction from the current administration, essentially destroyed the CTA.^[5] What was to be an integrated reporting requirement for all domestically organized business organizations (estimated to now number some thirty-five million) and foreign organized organizations qualified to transact business in one or more of the states (estimated to number twelve thousand), with respect to their beneficial owners and company applicants, will now address only the foreign organized companies. Furthermore, the foreign organized companies will benefit from a narrowed reporting regimen that will not require reporting of information as to any “United States person”^[6] who is a beneficial owner thereof.^[7]

This article is part of a series, comprised of three components, in which we will switch up the order in which matters are addressed. In this first installment we will first consider the general residential real estate geographic targeting orders (“GTOs”) that have been periodically updated over several years; next, we will consider the current status of FinCEN’s Southwest U.S. border GTO, both as issued and as most recently updated; finally, we will address the current status of the non-financed residential real estate reporting regulations. In the second installment of the series, we return to the CTA itself: building upon prior articles published in Business Law Today in, respectively, January,^[8] February,^[9] and March^[10] of this year, we review the terms of the IFR published in March of this year, the numerous comments that were submitted in connection therewith, and the status of the multitude of lawsuits that were filed challenging the CTA’s constitutionality; and share our thoughts on the deficiency of the IFR (i.e., it may not be a legitimate regulatory action and should be set aside). In the third and last installment of the series we will turn our attention to New York’s LLC Transparency Act and its status vis-à-vis the (to be generous) gutting of the CTA.

Geographic Targeting Orders^[11]

On August 2, 2017, the Countering America’s Adversaries Through Sanctions Act to facilitate sanctions, particularly against the Russian Federation and Iran, was approved.^[12] Section 243 thereof required the secretary of the Treasury to submit a report detailing steps taken to address various financial activities relating to the Russian Federation; those steps include the expansion of the number of GTOs or “other regulatory actions, as appropriate, to degrade illicit financial activity relating to the Russian Federation in relation to the financial system of the United States.”^[13] On August 22, 2017, in response to this mandate, FinCEN announced the issuance of residential real estate GTOs that require U.S. title insurance companies to identify the natural persons behind shell companies used to pay cash for high-end residential real estate in seven metropolitan areas; FinCEN also published an advisory to provide financial institutions and the real estate industry with information on the money-laundering risks associated with real estate transactions, including those involving luxury property purchased through shell companies, particularly when conducted without traditional financing.

Under the revised GTOs, title insurance companies are required to collect information on (i) “covered transactions” (certain acquisitions); (ii) by a “legal entity” (a corporation, limited liability company (“LLC”), partnership, or other similar business entity, whether formed under the laws of a state or of the United States or a foreign jurisdiction); (iii) of residential real property in certain locations made without a bank loan or similar form of external financing; (iv) that in part use currency or a cashier’s check, a certified check, a traveler’s check, a personal check, a business check, or a money order in any form, or a funds transfer. The information to be collected and reported includes the identity (including obtaining a copy of this individual’s driver’s license, passport, or other similar identifying documentation) of the individual primarily responsible for representing the purchaser and each “beneficial owner,” defined as each individual who, directly or indirectly, owns 25 percent or more of the equity interests of the purchaser. The report is made on a FinCEN Currency Transaction Report.^[14]

A number of GTOs have been issued over time, with differing (but typically cumulative) applications to different cities and regions and transaction thresholds (all for residential real estate),^[15] with the penultimate GTO issued April 19, 2025, covering the following transactions:

That GTO expired on October 9, 2025; and in anticipation of that event, a new GTO was issued on October 8. The new GTO tracked the prior GTO as to its geographic application and price thresholds. In the press release issued in the continuation with the delayed effective date of the RRE Rules reviewed below,^[16] FinCEN wrote, “To implement this extension, FinCEN issued a temporary order granting exemptive relief from the reporting requirements. In the interim, any Real Estate Geographic Targeting Orders will remain in effect.”^[17]

To date, the burden of complying with these GTOs has been limited to the title insurance companies that participate in the transactions that are within the geographic range and are purchases of residential real property purchased by a legal entity without a bank loan or similar financing with payment by “currency or a cashier’s check, a certified check, a traveler’s check, a personal check, a business check, a money order in any form, a funds transfer, or virtual currency.”^[18] For these purposes, “legal entity” is defined as “a corporation, limited liability company, partnership, or other similar business entity, whether formed under the laws of a state, or of the United States, or a foreign jurisdiction,” but excluding entities that are traded on a securities exchange or a subsidiary thereof. In turn, the beneficial owners of each legal entity must be identified, with “beneficial owner” defined as “each individual who, directly or indirectly, owns 25% or more of the equity interests of the Legal Entity purchasing real property in the Covered Transaction.”^[19] “Residential real estate” is not defined in the GTOs and is not defined in the general definitions used by FinCEN.^[20]

Southwest States GTO

Earlier this year, March 14 to be exact, FinCEN issued a GTO applicable only in certain counties in California, Arizona, and Texas along the United States’ southwest border with Mexico (“SW Border GTO”).^[21] Under this GTO, any money services business^[22] handling a transaction either initiated or completed in one of those identified counties that was for more than $200, up to a cap of $10,000, was obligated to file a Currency Transaction Report. The legitimacy of this effort, adopted “in furtherance of Treasury’s efforts to combat illicit finance by drug cartels and other illicit actors along the southwest border of United States,”^[23] has been challenged and a preliminary injunction issued against its enforcement, which relief has been stayed pending appeal.^[24] By its own terms, that GTO expired on September 9, 2025. Most recently, a new GTO was issued that both expanded its geographic applications while raising the lower threshold for reports from $200 to more than $1,000.^[25]

As to our theme of developments in the law of beneficial ownership reporting, if you drill down into a Currency Transaction Report, you will find that in certain instances, where either the originator or the recipient of a money transfer is a business organization, certain information as to its beneficial ownership is required.^[26]

Non-Financed Residential Real Estate Reporting

On August 29, 2024, FinCEN published its Anti–Money Laundering Regulations for Residential Real Estate Transfers.^[27] These rules, hereinafter the “RRE Rules,” mandate the reporting—on a streamlined version of a Suspicious Activity Report (“SAR”), referred to as a “Real Estate Report”—of a wide range of information by persons associated with real estate transactions involving non-financed residential real estate closings and settlements.^[28]

These rules impose recordkeeping and reporting duties with respect to certain transfers of real property (or interests therein) to a transferee entity or transferee trust (“reportable transfer”). A reportable transfer is a transfer having three characteristics: (1) one or more of the parties is not an individual, (2) the real property is U.S. residential real estate, and (3) the real estate transfer does not involve the extension of credit to all transferees.^[29]

The person responsible for collecting the information (“reporting person”) is the person engaged within the United States as a business in the provision of real estate closing and settlement services; under the cascading list of who will be a reporting person, in most cases the reporting person will be a settlement agent or title insurance person, but it is possible that a lawyer will have the duties of a reporting person.^[30] The persons who fall within the set of potential reporting persons for a particular transaction may determine among themselves who will—and, by exclusion, who will not—discharge the reporting obligations.^[31]

Effective Date

While the initial effective date of the new RRE Rules was to have been December 1, 2025,^[32] FinCEN announced on September 30, 2025, a delay in the initial effective date to March 1, 2026,^[33] and released a mock-up of the revised Real Estate Report Form.^[34]

The Rule’s Contents and Exemptions

The scope of the RRE Rules can be drawn from the headings to the primary subdivisions of the regulation, namely, “General”;^[35] “Reportable transfer”;^[36] “Determination of reporting person”;^[37] “Information regarding the reporting person”;^[38] “Information regarding the transferee”;^[39] “Information regarding the transferor”;^[40] “Information concerning the residential real property”;^[41] “Information concerning payments”;^[42] “Information concerning hard money, private, and other similar loans”;^[43] “Reasonable reliance”;^[44] “Filing procedures”;^[45] “Retention of records”;^[46] “Exemptions”;^[47] and “Definitions.”^[48]

While this review of the RRE Rules generally follows largely in the order set forth in the regulation, it is worthwhile to begin with some significant exceptions. Again, the scope of the reporting regime is a transfer of real property or interests therein to a business organization or a trust without typical bank financing, a category that reaches huge numbers of everyday transfers accomplished for estate planning and similar objectives. Fortunately, most (or at least many) of those transactions will not be subject to these reporting rules, which exclude the following from the definition of “reportable transfer”:^[49] (i) the grant/transfer/revocation of an easement;^[50] (ii) a transfer consequent to death;^[51] (iii) a transfer incident to divorce or dissolution of a marriage or civil union;^[52] (iv) a transfer to a bankruptcy estate;^[53] (v) any other transfer supervised by a court in the United States;^[54] (vi) a transfer without consideration by an individual either alone or with their spouse to a trust for which that individual, the spouse, or both of them are the settlers/grantors;^[55] (vii) transfers to an I.R.C. § 1031 qualified intermediary;^[56] and (viii) any transfer in which no reporting person is involved.^[57] Transfers in which the transferee is an individual are outside the scope of a reportable transfer even if it is a non-financed cash transaction.^[58]

General

It is perhaps most helpful to review the entirety of this provision in order to understand the structure of the RRE Rules, which provide as follows:

A reportable transfer as defined in paragraph (b) of this section shall be reported to FinCEN by the reporting person identified in paragraph (c) of this section. The report shall include the information described in paragraphs (d) through (i) of this section. The reporting person may reasonably rely on information collected from others under the conditions described in paragraph (j). The report required by this section shall be filed in the form and manner, and at the time, specified in paragraph (k) of this section. Records shall be retained as specified in paragraph (l) of this section. Reports required under this section and any other information that would reveal that a reportable transfer has been reported are not confidential as specified in paragraph (m) of this section. Terms not defined in this section are defined in 31 CFR 1010.100.^[59]

Reportable Transfer

A reportable transfer subject to the RRE (save as exempted, as outlined above)^[60] involves a non-financed^[61] transfer to either a transferee entity^[62] or a transferee trust of residential real property:

(i) Real property located in the United States containing a structure designed principally for occupancy by one to four families;

(ii) Land located in the United States on which the transferee intends to build a structure designed principally for occupancy by one to four families;

(iii) A unit designed principally for occupancy by one to four families within a structure on land located in the United States; or

(iv) Shares in a cooperative housing corporation for which the underlying property is located in the United States.^[63]

Why the RRE Rules encompass a plan to build four townhouses on a particular parcel but exclude from their scope one intended to have five or more is not entirely clear.^[64] However, the fact of the up-to-four cap will serve to exempt many transfers from the RRE Rules’ scope and from the ability to identify the activities that nefarious actors will want to exploit—all that must be done to obscure a nefarious intention is to build five or more units, and the RRE Rules will not apply.^[65]

Determination of Reporting Person

The “reporting person” is the person charged to effect the filing of the RRE Report with FinCEN and will be a “person engaged within the United States as a business in the provision of real estate closing and settlement services.”^[66] It bears noting that the actual parties to the transaction at issue will almost never be the reporting person because they are not participants in the “real estate closing and settlement services” industry. From there, the RRE regulations provide a cascade of potential reporting persons to aid in assessing who is the reporting person:

(i) The person listed as the closing or settlement agent on the closing or settlement statement for the transfer;

(ii) If no person described in paragraph (c)(1)(i) of this section is involved in the transfer, then the person that prepares the closing or settlement statement for the transfer;

(iii) If no person described in paragraph (c)(1)(i) or (ii) of this section is involved in the transfer, then the person that files with the recordation office the deed or other instrument that transfers ownership of the residential real property;

(iv) If no person described in paragraphs (c)(1)(i) through (iii) of this section is involved in the transfer, then the person that underwrites an owner’s title insurance policy for the transferee with respect to the transferred residential real property, such as a title insurance company;

(v) If no person described in paragraphs (c)(1)(i) through (iv) of this section is involved in the transfer, then the person that disburses in any form, including from an escrow account, trust account, or lawyers’ trust account, the greatest amount of funds in connection with the residential real property transfer;

(vi) If no person described in paragraphs (c)(1)(i) through (v) of this section is involved in the transfer, then the person that provides an evaluation of the status of the title; or

(vii) If no person described in paragraphs (c)(1)(i) through (vi) of this section is involved in the transfer, then the person that prepares the deed or, if no deed is involved, any other legal instrument that transfers ownership of the residential real property, including, with respect to shares in a cooperative housing corporation, the person who prepares the stock certificate.^[67]

It is noteworthy that realtors / real estate agents are not within the cascade of potential reporting persons.^[68] Issues specific to attorneys as reporting persons are discussed below.^[69] If an individual falls within the scope of the “reporting person” definition because that individual is an employee or agent of or a partner in a partnership, then the employer, principal, or partnership is the reporting person.^[70] Applying this rule, if that employer/principal is a financial institution that has in place an anti–money-laundering (“AML”) program, then the employee/agent is not a reporting person, and that role falls to someone else in the cascade.^[71]

The persons who are within the set of potential reporting persons for a particular transaction^[72] may enter into a transaction-specific written agreement by which one of their number is designated as the reporting person,^[73] with the RRE regulations spelling out the minimum requirements of that agreement.^[74] All parties to a designation agreement are obligated to maintain a copy of thereof.^[75]

Information Regarding the Reporting Person

With regard to the reporting person, who may be an individual or a business entity, the RRE Report requires the person’s full legal name, the category of the definition of “reporting person” into which they fall, and the reporting person’s principal place of business address.^[76]

Information Regarding the Transferee

The reporting requirements as to the transferee(s) are rather involved, and it is at this point in the RRE Rules that we first encounter the manner in which they require beneficial ownership information. Keep in mind, though, that the RRE Rules impact only transfers to an entity or a trust.^[77]

FinCEN, as set forth in the release accompanying the RRE Rules, anticipates that partnerships and other organizational forms may be transferee entities.^[78] The path by which this is achieved in the RRE Rules is less than direct. The definition of “transferee entity” provides in relevant part that “‘transferee entity’ means any person^[79] other than a transferee trust or an individual.”^[80] In turn, “person” is defined as “[a]n individual, a corporation, a partnership, a trust or estate, a joint stock company, an association, a syndicate, joint venture, or other unincorporated organization or group, an Indian Tribe (as that term is defined in the Indian Gaming Regulatory Act), and all entities cognizable as legal personalities.”^[81] Absent an exemption because of either the nature of the transaction^[82] or the characteristics of the transferee entity,^[83] the RRE Rules reach any transfer to a transferee entity or to a transferee trust—meaning that the RRE Rules will apply, and an RRE Report will need to be filed.

It will be necessary to report as to each transferee entity all of the following:^[84] its full legal name; any assumed (d/b/a) names; the entity’s principal place of business street address;^[85] and its unique identifying number, typically an IRS TIN with alternatives if the transferee does not have one.^[86] Then, as to that transferee, the following must be reported as to each of its beneficial owners:^[87] full legal name;^[88] date of birth;^[89] current residential street address;^[90] citizenship;^[91] and a unique identifying number, typically an IRS TIN with alternatives if that beneficial owner does not have an IRS TIN.^[92] Then, as to each person signing the documents on behalf of a transferee (“signing individual”),^[93] there must be submitted^[94] that person’s full legal name; date of birth; current residential street address; unique identifying number, typically an IRS TIN with alternatives if the signing person does not have one;^[95] and a description of the capacity in which they are acting.^[96]

But wait—there’s more if the transferee is a trust and if the trustee is a legal entity.^[97] As to the transferee trust, there must be set forth its legal name, such as the full title of the agreement establishing the transferee trust;^[98] the date the trust instrument was executed;^[99] the trust’s IRS TIN, with alternatives if the transferee does not have one;^[100] and whether the trust is revocable.^[101] Then, if the trustee of the transferee trust is a legal entity, the RRE Rules require the disclosure of^[102] its full legal name; any assumed (d/b/a) names; the entity’s principal place of business street address;^[103] and its unique identifying number, typically an IRS TIN with alternatives if the legal entity trustee does not have one.^[104]

As for trustees of transferee trusts that are individuals: “For purposes of this section, an individual trustee of the transferee trust is considered to be a beneficial owner of the trust. As such, information on individual trustees must be reported in accordance with the requirements set forth in paragraph (e)(2)(iii) of this section.”^[105] Specifically, for each beneficial owner^[106] of the transferee trust, there must be set forth^[107] full legal name; date of birth; current residential street address; citizenship; a unique identifying number, typically an IRS TIN with alternatives if the transferee does not have one;^[108] and “the category of beneficial owner, as determined in paragraph (j)(1)(ii) of this section.”^[109]

Information Regarding the Transferor

The RRE Report will provide a variety of information as to transferor of the property, the nature of the disclosure depending upon whether the transferor is an individual, a business entity, or a trust.

For an individual transferor, the RRE Report will set forth the person’s full name;^[110] date of birth;^[111] current residential address;^[112] and his or her IRS TIN, with alternatives if the transferor does not have one.^[113]For a transferor that is a business entity, the RRE Report will set forth the entity’s legal name;^[114] any trade (d/b/a) names;^[115] current principal place of business address if in the U.S., with alternative treatment if it is not;^[116] and its IRS TIN, with alternatives if the transferee does not have one.^[117]

For a transferor that is a trust, the RRE Report will set forth the trust’s “full legal name, such as the full title of the agreement establishing the trust,”^[118] the date of the trust instrument,^[119] and its IRS TIN, with alternatives if the transferee does not have one.^[120] Then, as to each individual who is a trustee of the transferor trust, there will be set forth the individual’s name,^[121] current residential address,^[122] and his or her IRS TIN, with alternatives if he or she does not have one.^[123] Last, if the trustee of the transferor trust is a business entity, the RRE Report will set forth the legal name of the business entity,^[124] any trade (d/b/a) names,^[125] its complete address,^[126] and its IRS TIN, with alternatives if the transferor does not have one.^[127]

Information Concerning the Residential Real Property

As to the residential real property being conveyed,^[128] the reporting person on the RRE Report must set forth its street address, if any; a “legal description, such as the section, lot, and block”; and the date of closing.^[129]

Information Concerning Payments

The reporting person will, on the RRE Report, submit information as to payments, namely, the payment amount;^[130] the manner in which it was made;^[131] if the payment was made from an account at a financial institution, the name thereof;^[132] and the “name of the payor on any wire, check, or other type of payment if the payor is not the transferee entity or transferee trust.”^[133]

Then, with regard to any payment not “disbursed from an escrow or trust account held by a transferee entity or transferee trust, that is made by or on behalf of the transferee entity or transferee trust regarding a reportable transfer,” the reporting person will submit information regarding:

• the amount of the payment;
• the method by which the payment was made;
• if the payment was paid from an account held at a financial institution, the name of the financial institution and the account number; and
• the name of the payor on any wire, check, or other type of payment if the payor is not the transferee entity or transferee trust.^[134]

Further, the reporting person shall report “the total consideration paid or to be paid by the transferee entity or transferee trust regarding the reportable transfer, as well as the total consideration paid by or to be paid by all transferees regarding the reportable transfer.”^[135]

Note that there is excluded from this reporting obligation those payments “disbursed from an escrow or trust account held by a transferee entity or transferee trust, that is made by or on behalf of the transferee entity or transferee trust regarding a reportable transfer.”^[136]

Information Concerning Hard Money, Private, and Other Similar Loans

The reporting person, on the RRE Report, will report “whether the reportable transfer involved credit extended by a person that is not a financial institution with an obligation to maintain an anti–money laundering program and an obligation to report suspicious transactions under this chapter.”^[137]

Reasonable Reliance

In a marked departure from the CTA and its rejection of a reliance standard as to the certification of the beneficial ownership of a reporting company,^[138] under the RRE Rules a reporting person may rely on information provided by others “absent knowledge of facts that would reasonably call into question the reliability of the information provided to the reporting person.”^[139] As to information reported regarding the beneficial ownership of a transferee entity^[140] or a transferee trust,^[141] the reporting person may rely upon a written certification of accuracy of the information provided, again conditioned upon the absence of knowledge to the contrary.^[142]

Filing Procedures

All real estate reports are filed electronically with FinCEN^[143] by the later of the last day of the month following the month in which the date of the closing occurred or thirty days after the date of the closing.^[144] Note that “date of closing” is a defined term.^[145]

Retention of Records

The RRE Rules contain a pair of express record retentions obligations. First, the reporting person is obligated to retain copies of all certifications received from a “transferee or a person representing the transferee in the reportable transfer” as to the information that person certified as accurate.^[146] In addition, every party thereto must maintain a copy of each designation agreement.^[147] Neither provision provides a time period for which the records must be retained. While not express in the text of the regulations, according to the accompanying release, the time requirement is five years.^[148]

Exemptions

This subsection of the RRE Rules sets forth not exceptions to the reporting obligations but rather exemptions from other laws.

The first exemption is as follows:

Reporting persons, and any director, officer, employee, or agent of such persons, and Federal, State, local, or Tribal government authorities, are exempt from the confidentiality provision in 31 U.S.C. 5318(g)(2) that prohibits the disclosure to any person involved in a suspicious transaction that the transaction has been reported or any information that otherwise would reveal that the transaction has been reported.^[149]

The second exemption states that having an obligation to file one or more RRE Reports does not create an obligation on the reporting person to put in place an AML program.^[150]

Definitions

Last,^[151] the RRE Rules set forth a series of defined terms—some incidental, such as “date of closing,”^[152] and some of crucial importance, especially the definition of “beneficial owner.”^[153] The other defined terms are “closing or settlement agent,”^[154] “closing or settlement statement,”^[155] “non-financed transfer,”^[156] “ownership interest,”^[157] “recordation office,”^[158] “signing individual,”^[159] “statutory trust,”^[160] “transferee entity,”^[161] and “transferee trust.”^[162]

Before returning to the definition of “beneficial owner,” the defined term “closing or settlement agent” is utilized in the definition of “reporting person,”^[163] as is the defined term “closing or settlement statement.”^[164] The defined term “date of closing” is used in a variety of places, including to ascertain who are the “beneficial owners,”^[165] to describe the transaction,^[166] and to determine when the RRE Report is due.^[167] The defined term “non-financed transfer” is used in the definition of what is a reportable transfer.^[168] The defined term “ownership interest” is utilized in the definition of what is a reportable transfer^[169] and with respect to determining what is the “date of closing.”^[170] The term “recordation office” is used in the cascade that determines who is the reporting person.^[171] The term “signing individual” is used in the listings of information to be set forth in the RRE Report.^[172] The defined term “statutory trust” is utilized only in the definition of a “transferee trust”^[173] and to exclude statutory trusts from that definition.^[174] The definition of “transferee entity” operates from an exclusionary perspective. First, it encompasses any “person other than a transferee trust or an individual”;^[175] then it excludes a wide category of business organizations such that they will not be “transferee entities”—that is, transfers to them will not fall within the scope of the RRE Rules.^[176] From there, the defined term is utilized in the definition of a reportable transfer,^[177] the required contents of a designation agreement,^[178] and the required contents of the RRE Report.^[179]

Last, before returning to the definition of who is a beneficial owner, the defined term “transferee trust” provides:

(i) Except as set forth in paragraph (n)(11)(ii) of this section, the term “transferee trust” means any legal arrangement created when a person (generally known as a grantor or settlor) places assets under the control of a trustee for the benefit of one or more persons (each generally known as a beneficiary) or for a specified purpose, as well as any legal arrangement similar in structure or function to the above, whether formed under the laws of the United States or a foreign jurisdiction. A trust is deemed to be a transferee trust regardless of whether residential real property is titled in the name of the trust itself or in the name of the trustee in the trustee’s capacity as the trustee of the trust.

(ii) A transferee trust does not include:

(A) A trust that is a securities reporting issuer defined in 31 CFR 1010.380(c)(2)(i);

(B) A trust in which the trustee is a securities reporting issuer defined in 31 CFR 1010.380(c)(2)(i);

(C) A statutory trust; or

(D) An entity wholly owned by a trust described in paragraphs (n)(11)(ii)(A) through (C) of this section.^[180]

While at first blush it may appear that transfers to a statutory trust are exempt from the RRE Rules, that is not correct; a statutory trust is still a transferee entity.^[181] The net effect of this provision is to provide that the disclosure made with respect to a statutory trust (as defined) involved in a particular transaction, whether as a transferor or as a transferee, will be that appropriate for an entity rather than that appropriate for a trust. That said, transactions involving a Delaware statutory trust and a business/statutory trust organized under statutes not patterned on the Uniform Act will be treated as transferor or transferee trusts.

The definition of “beneficial owners” is divided into two subdivisions: (1) “Beneficial owner of transferee entities”^[182] and (2) “Beneficial owners of transferee trusts.”^[183] For both categories, the determination of who are the beneficial owners is made as of the “date of closing.”^[184]

Beneficial owners of transferee entities

The beneficial owners of a transferee entity are those persons who are beneficial owners under the CTA’s Reporting Rules.^[185] This brings us back to the “substantial control” and 25 percent ownership tests set forth therein^[186]—and a significant fly in the ointment. The CTA’s Reporting Rules were significantly modified by the IFR,^[187] including the amendment of the definition of who is a beneficial owner. As to a beneficial owner who is “established as a non-profit corporation or similar entity,” the CTA Reporting Rules’ definition of “substantial control” will be applied to determine who are its beneficial owners.^[188] Under the Reporting Rules as amended by the IFR, subsection 380(d)(4) was added, providing thus:

Exemptions.

(i) Reporting companies are exempt from the requirement in 31 U.S.C. 5336 and this section to report the beneficial ownership information of any United States persons^[189] who are beneficial owners.

(ii) United States persons are exempt from the requirements in 31 U.S.C. 5336 and this section to provide beneficial ownership information with respect to any reporting company for which they are a beneficial owner.^[190]

The incorporation by reference of the CTA Reporting Rules’ definition of who is a beneficial owner into the RRE Rules long predates the addition of this exemption, but the simple fact is that it is there; and while it could be asserted that the exemption extends only so far as Beneficial Ownership Information Reports under the CTA, the chain is as follows: the RRE Rules say that a beneficial owner is as specified in 380(d), and 380(d) says U.S. persons are not part of the set otherwise defined in 380(d). This entire issue could have been avoided if the addition of the 380(d)(4) exemption had been qualified with “except as incorporated by reference in the RRE Rules,” but this did not happen; and in the Loper Bright era, “clearly that is not what we meant” is likely going to carry little, if any, weight.^[191]

Beneficial owners of transferee trusts

Turning to the determination of the beneficial owners of a transferee trust, they include (i) the trustee(s) or (ii) any individual who is not a trustee “with the authority to dispose of transferee trust assets.”^[192] Similar to the rule employed in the CTA Reporting Rules, a person who is the sole income beneficiary or who has the right to withdraw substantially all of the trust corpus is a beneficial owner,^[193] as is a trust settlor who has the capacity to either withdraw the corpus or terminate the trust.^[194] If there is a business entity that is a trustee, a settlor, or otherwise a beneficial owner of a transferee trust, unless exempt,^[195] “beneficial ownership of any such legal entity is determined under 31 CFR 1010.380(d), utilizing the criteria for beneficial owners of a reporting company.”^[196] This bring us back to the issue identified above regarding 380(d)(4). There is also a provision that deals with stacked trusts.^[197]

Setting aside that (significant) point, the sometimes baffling issues that arise as to the application of the CTA Reporting Rules’ definition of who exercises substantial control and who owns 25 percent or more of an entity will continue to plague us, but only more so. Under the CTA and the Reporting Rules, a general partnership (a set that includes a limited liability partnership) was not a “reporting company” in that general partnerships do not come into existence consequent to a secretary of state filing.^[198] However, a general partnership does fall within the class of a transferee entity under the RRE Rules,^[199] and for that reason the RRE Rules and those seeking to apply them will in time need to address inadvertent partnerships^[200] that lack a required TIN for recordation in the RRE Report. Further, there are partnerships either that have either elected out of subchapter K^[201] or that are qualified joint ventures^[202] that are not partnerships for tax purposes and that will for that reason not have a TIN. These and other circumstances will add complexity to the reality of creating the RRE Report for a particular transaction.

Other Issues Under the RRE Rules

Penalties

Noticeably absent from the RRE Rules is a penalty provision. This is not because there are no penalties for noncompliance but because those rules exist elsewhere.^[203]

Attorneys as Reporting Persons

As noted above, a lawyer may become a reporting person (and thus bear reporting obligations) if the lawyer provides any of closing and settlement services listed in the RRE Rules’ reporting person cascade.^[204] Unless the parties agree otherwise^[205] or the lawyer is listed as the closing or settlement agent on the closing or settlement statement, the lawyer will be the reporting person;^[206] the lawyer may fall within the cascade by preparing the closing or settlement statement,^[207] recording the deed,^[208] underwriting title insurance,^[209] disbursing funds (particularly from the lawyer’s trust account),^[210] providing a title opinion,^[211] or preparing the deed or other document of transfer.^[212] Obviously, if the lawyer can avoid performing any of the services listed in the cascade, the lawyer may avoid the responsibilities of the RRE reporting person. Thus, it would appear that a lawyer who is involved in structuring a transaction but does not engage in any of the specific actions listed in the cascade such as drafting or filing deeds, rendering opinions on title, or disbursing funds may be entirely outside of the cascade. Even in those circumstances in which an attorney is in the cascade of persons who may be, as to that transaction, a reporting person, that role and its attendant obligations may be avoided by having another person in the cascade perform that function pursuant to a designation agreement.

The release setting forth the RRE Rules go on at some length to argue that a lawyer that fits within one of the tranches of the reporting cascade would not be ethically constrained from providing the information required as a reporting person.^[213] Interestingly, however, this is unlike the case of the CTA under which FinCEN, perhaps in pursuance of the desire to comply with proposed conduct encouraged by the Financial Action Task Force (“FATF”),^[214] imposed greater obligations on lawyers to report themselves as company applicants.^[215] Thus, lawyers may be able to judiciously avoid becoming reporting persons more easily than they could avoid being company applicants. This is important because the burdens on reporting persons to parse the beneficial ownership in an RRE transaction are greater than the reporting burden imposed on attorneys as company applicants under the CTA; and under the RRE requirements, more types of organizations, such as general partnerships that are not created by filings with the secretary of state, are covered by the RRE.

Although a lawyer may not be a reporting person under the RRE Rules and may not be subject to the requirements of the CTA, a vestigial ethical rule adopted in 2023, which was intended to reinforce the anti–money-laundering regime of which the CTA was the capstone, may create some concern for lawyers even if they have no obligations under the RRE Rules or CTA. Even before the change that took place in 2023, lawyers had an obligation not to knowingly assist a client in the perpetration of a crime or fraud.^[216] Resolution 100 was approved by the ABA House of Delegates after a contentious debate created (or confirmed) a lawyer’s duty to conduct client due diligence beyond that necessary in order to lawfully accomplish the client’s objectives.^[217] The effect of these changes has yet to be determined; they have been the subject of one formal opinion of the ABA Standing Committee on Ethics and Professional Liability.^[218] Whether this rule will impose additional burdens on attorneys even where the CTA and RRE Rules do not remains to be seen.

Application of the RRE Rules

Following are a number of scenarios drafted to explore the application of the RRE Rules to particular fact patterns. They are based upon certain assumptions and the available published guidance and are intended to be nothing more than illustrative.^[219]

1. Wife and Husband own Blackacre, on which is located a lake house. Wife (an ob-gyn) and Husband (a CPA) form an LLC by filing articles of organization using the secretary of state’s online form. Husband then finds online a form of a quitclaim deed; they copy to it the legal description of Blackacre and after execution file it with the appropriate county land records.

The RRE Rules do not apply.

While Blackacre is residential real property,^[220] a transfer to an LLC is not an exempt transaction,^[221] and the transaction was not financed,^[222] however, no reporting person was involved in the transaction,^[223] so it is therefore exempt.^[224]

2. Amy and Michelle, sisters, inherited Whiteacre from their mother; they hold title as joint tenants. Whiteacre is vacant but is zoned for single-family dwellings. At the recommendation of Attorney, they are putting Whiteacre in trust for the benefit of their respective heirs. In connection with creating that trust, Attorney has prepared a quitclaim deed of Whiteacre into said trust. Title insurance is being issued in the names of the trustees in their capacities as trustees.

The RRE Rules may apply.

The question turns on whether Whiteacre is intended to be residential real property. If at the time of transfer it can be attested that there is no intention to erect a residence on the property, then the property is not residential real property.^[225] The person who would be the reporting person, be that the title insurance company or the attorney, may rely upon the representation of no intent to develop the property.^[226]

3. Amy inherited Whiteacre from her mother. Whiteacre is vacant but is zoned for single-family dwellings. Amy intends to gift the property to her son Aiden so that he can build thereon a single-family dwelling. Attorney has prepared a quitclaim deed for Whiteacre to Aiden, and he is getting title insurance thereon so that he can proceed to get a construction loan.

The RRE Rules do not apply.

There is no financing in the transaction,^[227] Whiteacre is residential real property,^[228] and both Attorney and the title insurer are in the cascade of reporting persons.^[229] However, there was no transfer to a transferee entity or to a transferee trust,^[230] so it is not a reportable transaction.^[231]

4. Wife and Husband own Blackacre, on which is located a lake house. In consultation with Attorney, they transfer title to an LLC in which they are the only members. Attorney prepared both a deed and the LLC’s articles of organization and operating agreement.

The RRE Rules apply.

Blackacre is residential real property,^[232] a transfer by spouses to an LLC is not an exempt transaction,^[233] LLC is a transferee entity,^[234] the transaction was not financed,^[235] and Attorney, having prepared the deed (formation of the LLC is not a relevant consideration), is a reporting person.^[236]

5. Wife and Husband own Blackacre, on which is located a lake house. Because Attorney does not understand the effect of a trust, Attorney recommended to them that for “asset protection” they should put the property in a trust. Attorney has prepared a trust instrument and a quitclaim deed. The existing title insurance policy will receive a rider to the effect that it includes the title as in the trust.

The RRE Rules do not apply.

While Blackacre is residential real property,^[237] the transaction was not financed,^[238] and both Attorney and the title insurance company are each a reporting person involved in the transaction,^[239] a transfer of title from married individuals to a trust for which they are the settlors is exempt from the RRE Rules.^[240]

6. Tony and Shawn have decided to enter the residential real estate development industry and will start by erecting three townhouses on property they will acquire. They have identified Whiteacre as a property they would like to acquire and develop. They have organized a Delaware statutory trust to take title to Whiteacre; that statutory trust does not have the capacity to create series. The initial acquisition will be funded with their respective cash contributions to the statutory trust. The deed for the property will be prepared by the title insurance company and reviewed by the attorney whom Tony and Shawn retained to advise as to choice of entity and who drafted the governing instrument for the statutory trust.

The RRE Rules apply.

The development of three townhouses is residential real property,^[241] the property is being acquired in a non-financed transaction,^[242] and the title insurer will be the reporting person.^[243] Further, because the statutory trust is organized under Delaware law, and as the Delaware Statutory Trust Act is not an enactment of the Uniform Statutory Trust Act,^[244] it is not exempt from classification as a transferee trust,^[245] and the disclosure appropriate for a transferee trust^[246] (as contrasted with a transferee entity)^[247] will be made.

7. Larry and Bob have decided to get involved in the residential real estate development industry. They have identified Whiteacre as a property they would like to acquire and develop. They have organized a statutory trust with series in Kentucky to take title to Whiteacre. The initial acquisition will be funded with their respective cash contributions to the statutory trust. The deed for the property will be prepared by the title insurance company and reviewed by the attorney whom Bob and Larry retained to advise as to choice of entity and who drafted the governing instrument for the statutory trust.

The RRE Rules might apply.

Initially, the nature of the development needs to be determined. The plans that have been prepared are for several (four or five) townhouses on Whiteacre. If it is to be the lower number, then we have residential real property; but if it is the higher number (and that is the number on the requested building permit), then it is not.^[248] However, the plans have not been approved and the permit has not been issued, and both Larry and Bob acknowledge that fitting five units into the property is a slight stretch.

The title insurance company has advised that if Larry and Bob cannot assure them that there will be more than four units^[249] they will treat the transaction as involving residential real estate. As the Kentucky Uniform Statutory Trust Act^[250] is patterned on the Uniform Act, the RRE Report will treat the statutory trust as a transferee entity.

8. Alan and Pia have decided to jointly purchase real estate for investment. They have identified an existing property: it is a small strip mall in which the tenants are a laundromat, a “Chinese restaurant,” a tanning spa, and a marijuana dispensary. They have organized an LLC that will take title to the property. Alan is taking out a loan secured by a mortgage on his primary residence in order to have on hand the funds necessary to close on the strip mall property; Pia is paying cash she has on hand. The title insurance company is seeing to the necessary deed.

The RRE Rules do not apply.

The property is not residential real property,^[251] so there is no reportable transaction.

9. Pia and Alan, after the success of their first investment, have identified another piece of property, a similar strip mall featuring as tenants a bicycle shop, a package liquor store, and a franchise sandwich shop. Unlike the first property, the building has two stories, and the second story features four apartments, two of which are subject to long-term leases and two of which are kept for short-term rentals. They have organized an LLC that will take title to the property. Again, Alan is taking out a loan secured by a mortgage on his primary residence in order to have on hand the funds necessary to close on the strip mall property; Pia is paying cash she has on hand.

The RRE Rules apply.

The property is residential real property^[252] in that it includes four housing units.^[253] The fact that two of them are intended to be employed as short-term rentals does not detract from the treatment as residential real property. The acquisition is not financed as Alan’s loan against his primary residence is not an extension of credit “to all transferees”^[254] and is not “secured by the transferred real property.”^[255] The title insurance company is a reporting person,^[256] and the LLC will be a transferee entity.

Litigation and Other Challenges to the RRE Rules

There is, as of this writing, pending in Congress both Senate Joint Resolution 15^[257] and House Joint Resolution 55,^[258] which, if passed, would render the RRE Rules of “no force or effect.” As of this writing there has been no action on either since introduction.

In addition, as of this writing, there are pending several lawsuits challenging the legitimacy of the RRE Rules, which, if successful, could render the reporting system either moot or require its significant modification.^[259] With the delay of the initial effective date from December 1, 2025, to March 1, 2026, there is reduced pressure on the courts to issue their opinions, but the reality of the pressures on the legal and business community to comply is not significantly reduced.

The Relationship of the Real Estate GTOs and the RRE Rules

It would seem, although there does not seem to have been an explicit statement to that effect, that FinCEN will cease the GTO program once the RRE Rules are in effect, writing in the press release accompanying the effective October 10, 2025, GTO that “[i]n light of the RRE Rule’s reporting requirements, the residential real estate GTOs will expire on February 28, 2026, with the GTOs continuing to provide valuable data on the purchase of residential real estate by persons possibly involved in various illicit enterprises.”^[260]

Below is a comparison of the GTOs issued to date against the RRE Rules:

Stay Tuned

When we next pick up this story we will review the impact of the IFR upon the CTA and the Reporting Rules, including a discussion as to why the IFR may be illegitimate.^[273]

1. See, e.g., Press Release, U.S. Dep’t of the Treasury, Treasury Department Announces Suspension of Enforcement of Corporate Transparency Act Against U.S. Citizens and Domestic Reporting Companies (Mar. 2, 2025) (“The Treasury Department will further be issuing a proposed rulemaking that will narrow the scope of the rule to foreign reporting companies only. Treasury takes this step in the interest of supporting hard-working American taxpayers and small businesses and ensuring that the rule is appropriately tailored to advance the public interest.”). ↑

2. See Beneficial Ownership Information Reporting Requirement Revision and Deadline Extension, 90 Fed. Reg. 13688 (Mar. 26, 2025) [hereinafter “IFR”]. ↑

3. See 31 U.S.C. § 5336. For a review of the CTA and the Reporting Rules (pre-IFR) generally, see 1 Larry E. Ribstein, Robert R. Keatinge & Thomas E. Rutledge, Ribstein and Keatinge on Limited Liability Companies, at ch. 4A (Nov. 2024). ↑

4. The Reporting Rules appear at 31 C.F.R. § 1010.380(a) et seq. The “final” pre-IFR Beneficial Ownership Information Report (“BOIR”) regulations were released in Beneficial Ownership Information Reporting Requirements, 87 Fed. Reg. 59498 (Sept. 30, 2022). The final rules followed from Beneficial Ownership Information Reporting Requirements, 86 Fed. Reg. 69920 (Dec. 8, 2021) (notice of proposed rulemaking (“NPRM”)), which itself followed from Beneficial Ownership Information Reporting Requirements, 86 Fed. Reg. 17557 (Apr. 5, 2021) (advance notice of proposed rulemaking (“ANPR”)). Those “final” regulations detail certain due dates, amended by Beneficial Ownership Information Reporting Deadline Extension for Reporting Companies Created or Registered in 2024, 88 Fed. Reg. 66730 (Sept. 28, 2023); supplemented with regard to the use of FinCEN identifiers by the release of Use of FinCEN Identifiers for Reporting Beneficial Ownership Information of Entities, 88 Fed. Reg. 76995 (Nov. 8, 2023); and expanded with regard to the exemption for public utilities (31 C.F.R. § 1010.380(c)(2)(xvi)) in Update to the Public Utility Exemption Under the Beneficial Ownership Information Reporting Rule, 89 Fed. Reg. 83782 (Oct. 18, 2024)—collectively, the “Reporting Rules.” To be clear, when the Reporting Rules are herein referenced, we refer to the regulations in effect prior to the IFR. ↑

5. The current state of the Corporate Transparency Act and the Reporting Rules as impacted by the IFR are reviewed in the second installment of this three-part article. ↑

6. “United States person” is a defined term in the Reporting Rules, adopted by a cross-reference to I.R.C. § 7701(a)(30):

   United States person. The term “United States person” means—(A) a citizen or resident of the United States, (B) a domestic partnership, (C) a domestic corporation, (D) any estate (other than a foreign estate, within the meaning of paragraph (31)), and (E) any trust if—(i) a court within the United States is able to exercise primary supervision over the administration of the trust, and (ii) one or more United States persons have the authority to control all substantial decisions of the trust.

   31 C.F.R. § 1010.380(f)(10). ↑

7. See the second installment of this article. ↑

8. Christina Houston, Robert R. Keatinge, Thomas E. Rutledge & James J. Wheaton, How FinCEN Stole Christmas: The Corporate Transparency Act, Year 1, Bus. L. Today (Jan. 13, 2025). ↑

9. Christina Houston, Robert R. Keatinge, Thomas E. Rutledge & James J. Wheaton, The Corporate Transparency Act Is Still on Pause, but Less So, Bus. L. Today (Feb. 6, 2025). ↑

10. Christina Houston, Robert R. Keatinge, Thomas E. Rutledge & James J. Wheaton, The Corporate Transparency Act: Are Rumors of Its Death Exaggerated?, Bus. L. Today (Mar. 17, 2025). ↑

11. The following is adapted from 1 Larry E. Ribstein, Robert R. Keatinge & Thomas E. Rutledge, Ribstein and Keatinge on Limited Liability Companies § 4A:6 (Dec. 2025). ↑

12. Pub. L. No. 115-44 (Aug. 2, 2017), as amended by Pub. L. No. 117-81 (Dec. 27, 2021). ↑

13. Id. § 243. ↑

14. See Currency Transaction Report form (aka “FinCEN Form 112” or “FinCEN CTR (Form 112) Reporting of Certain Currency Transactions for Sole Proprietorships and Legal Entities Operating Under a ‘Doing Business As’ (‘DBA’) Name”). See also Currency Transaction Reporting (Feb. 2021); Notice to Customers: A CTR Reference Guide, Fin. Crimes Enf’t Network (last visited Nov. 11, 2025). Note that a Currency Transaction Report is different from a FinCEN Suspicious Activity Report (Form 111). ↑

15. A cumulative table listing all of the non-financed residential real estate GTOs issued through April 2025 is set forth in Ribstein, Keatinge & Rutledge, supra note 11, § 4A:6. ↑

16. Anti–Money Laundering Regulations for Residential Real Estate Transfers, 89 Fed. Reg. 70258 (Aug. 29, 2024); see infra notes 32–34 and accompanying text. ↑

17. Press Release, Fin. Crimes Enf’t Network, FinCEN Announces Postponement of Residential Real Estate Reporting Until March 1, 2026 (Sept. 30, 2025). ↑

18. See Fin. Crimes Enf’t Network, Geographic Targeting Order § II.A.2.iv (effective Oct. 10, 2025). ↑

19. See id. § III.A.1.i–ii. ↑

20. See 31 C.F.R. § 1010.100. ↑

21. See Issuance of a Geographic Targeting Order Imposing Additional Recordkeeping and Reporting Requirements on Certain Money Services Businesses Along the Southwest Border, 90 Fed. Reg. 12106 (Mar. 14, 2025); see also Press Release, Fin. Crimes Enf’t Network, FinCEN Issues Southwest Border Geographic Targeting Order (Mar. 11, 2025); Tara Simpson, FinCEN’s Southwest Border Geographic Targeting Order (GTO): What Credit Unions Need to Know, America’s Credit Unions (Mar. 25, 2025). This GTO expired on September 9, 2025. See Issuance of a Geographic Targeting Order Imposing Additional Recordkeeping and Reporting Requirements on Certain Money Services Businesses Along the Southwest Border, 90 Fed. Reg. at 12107; see also Fin. Crimes Enf’t Network, Frequently Asked Questions (FAQs), at FAQ 21 (Mar. 24, 2025, updated Apr. 16, 2025). ↑

22. Defined at 31 C.F.R. § 1010.100(ff). This regulation has seven subsections that reference various formats of a “money services business.” Those subject to these rules will typically be identified at 31 C.F.R. § 1010.00(ff)(5). ↑

23. See Issuance of a Geographic Targeting Order Imposing Additional Recordkeeping and Reporting Requirements on Certain Money Services Businesses Along the Southwest Border, 90 Fed. Reg. at 12107; see also Fin. Crimes Enf’t Network, Frequently Asked Questions (FAQs), at FAQ 2 (Sept. 8, 2025) (“Combatting drug cartels and stopping the flow of deadly drugs into the United States is one of the Administration’s highest priorities.”); FinCEN Releases New Southwest Border Geographic Targeting Order, ABA Banking J. (Sept. 8, 2025). See also FinCEN, Press Release, FinCEN Issues Alert on Cross-Border Funds Transfers Involving Illegal Aliens (Nov. 28, 2025); FinCEN Alert on Cross-Border Funds Transfers Involving Illegal Aliens (Nov. 28, 2025) (citations omitted):

    The U.S. Department of the Treasury’s (Treasury) Financial Crimes Enforcement Network (FinCEN) is issuing this Alert to urge money services businesses (MSBs) to be vigilant in detecting, identifying, and reporting suspicious activity connected to cross-border funds transfers involving illegal aliens, i.e., individuals without legal status in the United States. FinCEN is issuing this Alert as part of the U.S. Department of the Treasury’s effort to prevent the exploitation of the U.S. financial system by illegal aliens seeking to move illicitly obtained funds, including by moving those funds across the border. This Alert is also consistent with Executive Order 14159, Protecting the American People Against Invasion, which notes that illegal aliens “present significant threats to national security and public safety” and highlights the need to “dismantle cross-border human smuggling and trafficking networks.” ↑

24. Those cases are as follows:

    • Novedades y Servicios, Inc. v. Fin. Crimes Enf’t Network, No. 25-CV-886 JLS (DDL), 2025 WL 1167372 (S.D. Cal. Apr. 22, 2025) (temporary restraining order (“TRO”) granted); Novedades y Servicios, Inc. v. Fin. Crimes Enf’t Network, No. 25-CV-886 JLS (DDL), 2025 WL 1501936 (S.D. Cal. May 21, 2025) (preliminary injunction issued); Novedades y Servicios, Inc. v. Fin. Crimes Enf’t Network, No. 25-CV-886 JLS (DDL), 2025 WL 2146861 (S.D. Cal. July 28, 2025) (granting stay of preliminary injunction pending appeal). At the U.S. Court of Appeals for the Ninth Circuit, the appeal is docketed at Case No. 25-4238. The government submitted its merits brief on August 6 (docket item 17), with the plaintiffs’ response brief filed on September 3 (docket item 24). The government filed its reply brief on September 24 (docket item 38). An amicus was filed on September 10 (docket item 29). As of October 10, the docket does not show that oral argument has been scheduled.
    • Valuta Corp. v. FinCEN, No. 3:25-cv-00191 (W.D. Tex. complaint filed May 30, 2025). A motion for a TRO was filed with the complaint (docket item 5). The government filed its response to the motion for a TRO on June 9 (docket item 20), and the plaintiffs replied on June 10, 2025 (docket item 18 (note that the ordering of certain items in the docket is not precisely in chronological order)). On June 24, a TRO was issued on the basis that the SW Border GTO is “arbitrary and capricious” (docket item 31). On July 2, the plaintiffs moved for class certification (docket item 36). Just a day later, on July 3, the plaintiffs filed their combined motion for summary judgment, entry of final judgment under rule 65(a)(2), and a preliminary injunction (docket item 41). On July 11, the government filed its response (docket item 45), and the plaintiffs replied on July 15 (docket item 46). A preliminary injunction was granted on July 22. The government’s notice of appeal was filed on September 22. On September 22, the court ordered the parties to file briefs addressing, in light of the September 8 revision of the SW Border GTO, how it “affect[s] the pending complaint’s viability, the TRO, and the preliminary injunction, and whether the parties’ arguments supporting and opposing the TRO, the preliminary injunction, and the pending summary judgment motion are, in whole or in part, moot” (docket item 64). On September 29, the plaintiffs filed their brief as to the impact of the revised GTO (docket item 65), as did the government that same day (docket item 66). Both sides agreed that the issuance of the revised GTO did not moot the case. A further preliminary injunction was issued on October 6, 2025 (docket item 69). Notices of appeal and cross-appeal to the 11th Circuit have been filed (docket items 63 and 67).
    • Tex. Ass’n of Money Servs. Bus. v. Bondi, No. 5:25-cv-00344-FB (W.D. Tex. May 19, 2025) (complaint filed Apr. 1, 2025). A motion for a TRO was submitted by the plaintiffs on April 9 (docket item 5), with an order scheduling a hearing thereon for April 11 (docket item 6). The government submitted its response in opposition on April 10 (docket item 8), and the plaintiffs responded on April 11 (docket item 11). That day, a TRO was entered (docket item 13). An amended complaint was filed on April 18 (docket item 15), and that day the plaintiffs sought an extension of the TRO (docket item 21) and an application for a temporary injunction (docket item 22). The TRO was extended on April 21 (docket item 26) in anticipation of full briefing and a hearing as to the requested preliminary injunction. A briefing schedule was set on April 28 (docket item 30). That hearing was held on May 12 (docket item 56), and the temporary injunction was issued on May 19 (docket item 59). On April 27, the judge issued an interesting “For what it is worth” notice (docket item 61). That same day, a “show-cause” order was issued against the government with respect to allegations that the government had sought to retaliate against witnesses in the proceeding (docket item 62 (see also docket item 60)). The government responded to that show-cause order on June 6 (docket item 63). The matters with respect to the alleged witness intimidation were transferred on June 6 to the Valuta case discussed above as the witness in question is a party to that suit (docket item 65) on the preliminary injunction and the pending summary judgment motion (docket item 64). That appeal is docketed at the U.S. Court of Appeals for the Fifth Circuit as Case No. 25-50481; the plaintiffs have filed a cross-appeal (docket item 69). In connection therewith, the government moved to hold the proceeding in abeyance (docket item 75). The plaintiffs responded on July 15 (docket item 78), and the government replied on July 21 (docket item 79). On July 22, the court ordered the case be held in abeyance pending its appeal (docket item 80).

    See also Tosin Akintola, Treasury Department Surveillance at the Southern Border Faces Fourth Amendment Challenges, Reason (Oct. 8, 2025). ↑

25. Geographic Targeting Order Imposing Recordkeeping and Reporting Requirements on Certain Money Services Businesses Along the Southwest Border, 90 Fed. Reg. 43557 (Sept. 8, 2025); see also Press Release, Fin. Crimes Enf’t Network, FinCEN Issues Modified Southwest Border Geographic Targeting Order (Sept. 8, 2025). ↑

26. See also Currency Transaction Reporting:

    In cases where multiple businesses share a common owner, FinCEN guidance states that the presumption is that separately incorporated entities are independent persons. This FinCEN guidance indicates that the currency transactions of separately incorporated businesses should not automatically be aggregated as being on behalf of any one person simply because those businesses are owned by the same person. It is up to the bank to determine, based on information obtained in the ordinary course of business, whether multiple businesses that share a common owner are, in fact, being operated independently depending on all the facts and circumstances. Consistent with this FinCEN guidance, if the bank determines that the businesses are independent, then the common ownership does not require aggregation of the separate transactions of these businesses.

    However, if the bank determines that these businesses (or one or more of the businesses and the private accounts of the owner) are not operating separately or independently of one another or their common owner (e.g., the businesses are staffed by the same employees and are located at the same address, the bank accounts of one business are repeatedly used to pay the expenses of another business, or the business bank accounts are repeatedly used to pay the personal expenses of the owner), the bank may determine that aggregating the businesses’ transactions is appropriate because the transactions were made on behalf of a single person. Consistent with this FinCEN guidance, once the bank determines that the businesses are not independent of each other or of their common owner, then the transactions of these businesses should be aggregated going forward.

    FFIEC, Currency Transaction Reporting, BSA/AML Examination Manual  2–3 (citations omitted) (last visited Nov. 14, 2025); see also 31 C.F.R. § 1010.312 (“Before concluding any transaction with respect to which a report is required under § 1010.311, § 1010.313, § 1020.315, § 1021.311 or § 1021.313 of this chapter, a financial institution shall verify and record the name and address of the individual presenting a transaction, as well as record the identity, account number, and the social security or taxpayer identification number, if any, of any person or entity on whose behalf such transaction is to be effected.”). ↑

27. Anti–Money Laundering Regulations for Residential Real Estate Transfers, 89 Fed. Reg. 70258 (Aug. 29, 2024) (the “RRE Release”). These regulations followed from the proposal by FinCEN, Anti–Money Laundering Regulations for Residential Real Estate Transfers, 89 Fed. Reg. 12424 (Feb. 16, 2024) (NPRM) (proposing 31 C.F.R. § 1031.320 (“Reports of residential real property transfers”)). See also Anti–Money Laundering Regulations for Real Estate Transactions, 86 Fed. Reg. 65589 (Dec. 8, 2021) (ANPR); Fin. Crimes Enf’t Network, Fact Sheet: FinCEN Issues Final Rule to Increase Transparency in Residential Real Estate Transfers (last visited Nov. 14, 2025); Residential Real Estate Frequently Asked Questions, Fin. Crimes Enf’t Network (last visited Nov. 14, 2025) [hereinafter RRE FAQs]. The RRE Rules, annotated to for example the defined terms, the RRE Release, and FinCEN’s RRE FAQs, are set forth in Christina M. Houston, Robert R. Keatinge, Thomas E. Rutledge & James J. Wheaton, FinCEN’s Residential Real Estate Reporting Rules, Annotated, Bus. L. Today (Dec. 9, 2025), published in concert with this article. ↑

28. See 31 C.F.R. § 1031.320(k)(1). ↑

29. See id. § 1031.320(b); see also RRE Release, 89 Fed. Reg. at 70259 (citation omitted):

    Most transfers of residential real estate are associated with a mortgage loan or other financing provided by financial institutions subject to AML/CFT program requirements. As non-financed transfers do not involve such financial institutions, such transfers can be and have been exploited by illicit actors of all varieties, including those that pose domestic threats, such as persons engaged in fraud or organized crime, and foreign threats, such as international drug cartels, human traffickers, and corrupt political or business figures. Non-financed transfers to legal entities and trusts heighten the risk that such transfers will be used for illicit purposes. Numerous public law enforcement actions illustrate this point. As such, FinCEN believes that the reporting of non-financed transfers to legal entities and trusts will benefit national security by facilitating law enforcement investigations into, and strategic analysis of, the use of residential real estate transfers having these particular characteristics to facilitate money laundering. ↑

30. See 31 C.F.R. § 1031.320(c). ↑

31. See id. § 1031.320(c)(4)(i):

    The reporting person described in paragraph (c)(1) of this section may enter into an agreement with any other person described in paragraph (c)(1) of this section to designate such other person as the reporting person with respect to the reportable transfer. The person designated by such agreement shall be treated as the reporting person with respect to the transfer. If reporting persons decide to use designation agreements, a separate agreement is required for each reportable transfer. ↑

32. See RRE Release, supra note 27. ↑

33. Press Release, Fin. Crimes Enf’t Network, FinCEN Announces Postponement of Residential Real Estate Reporting Until March 1, 2026 (Sept. 30, 2025); U.S. Dep’t of the Treasury, Exemptive Relief Order to Delay the Effective Date of the Residential Real Estate Rule (Sept. 30, 2025). ↑

34. Press Release, supra note 33. That form is available on FinCEN’s website: Real Estate Report Form, OMB No. 1506-0080 (Dec. 1, 2025). In an undated letter that post-dates September 9 from the American Land Title Association to FinCEN Director Andrea Gacki, a delay in the effective date of the RRE Rules was sought on basis including “if for no other reason than a final reporting form has not been released by FinCEN.” ↑

35. See 31 C.F.R. § 1031.320(a). ↑

36. Id. § 1031.320(b). ↑

37. Id. § 1031.320(c). ↑

38. Id. § 1031.320(d). ↑

39. Id. § 1031.320(e). ↑

40. Id. § 1031.320(f). ↑

41. Id. § 1031.320(g). ↑

42. Id. § 1031.320(h). ↑

43. Id. § 1031.320(i). ↑

44. Id. § 1031.320(j). ↑

45. Id. § 1031.320(k). ↑

46. Id. § 1031.320(l). ↑

47. Id. § 1031.320(m). ↑

48. Id. § 1031.320(n). ↑

49. See RRE Release, 89 Fed. Reg. at 70267–69 (discussing exempt transfers); id. at 70261:

    FinCEN has also made other amendments in the final rule that are intended to clarify and simplify the reporting requirements, such as clarifying the definition of residential real property. Additionally, the rule excludes several additional transfers from needing to be reported, including one designed to exempt certain transfers commonly executed for estate and tax planning purposes. ↑

50. See 31 C.F.R. § 1031.320(b)(2)(i). ↑

51. Id. § 1031.320(b)(2)(ii). ↑

52. Id. § 1031.320(b)(2)(iii). ↑

53. Id. § 1031.320(b)(2)(iv). ↑

54. Id. § 1031.320(b)(2)(v). ↑

55. Id. § 1031.320(b)(2)(vi). It should be emphasized that this exemption is limited by its terms to a transfer to a trust and does not encompass a transfer to a business entity. See also RRE Release, 89 Fed. Reg. at 70268 (“FinCEN also does not believe that this same logic can be extended to justify excepting transfers of property by an individual to a legal entity owned or controlled by such individual, as some commenters suggested.”). ↑

56. 31 C.F.R. § 1031.320(b)(2)(vii). ↑

57. Id. § 1031.320(b)(2)(viii). ↑

58. See Snejana Farberov, Federal Anti–Money Laundering Rule Cracks Down on All-Cash Home Purchases—Here’s Who Will Be Affected, SFGate.Com (Sept. 12, 2025) (“The language of the rule makes it clear that it does not apply to property purchases in which the buyer is an individual. In other words, a house hunter looking to buy a $500,000 single-family home without a mortgage will not be expected to report the deal. . . .”). ↑

59. See 31 C.F.R. § 1031.320(a); see also id. § 1031.320(c)(1) (setting forth a functional definition of “reporting person”). ↑

60. See id. § 1031.320(b)(2). ↑

61. “Non-financed transfer” is a defined term. Id. § 1031.320(n)(5) (“The term ‘non-financed transfer’ means a transfer that does not involve an extension of credit to all transferees that is: (i) Secured by the transferred residential real property; and (ii) Extended by a financial institution that has both an obligation to maintain an anti–money laundering program and an obligation to report suspicious transactions under this chapter.”); see also RRE Release, 89 Fed. Reg. at 70259 (footnote omitted):

    As non-financed transfers do not involve such financial institutions, such transfers can be and have been exploited by illicit actors of all varieties, including those that pose domestic threats, such as persons engaged in fraud or organized crime, and foreign threats, such as international drug cartels, human traffickers, and corrupt political or business figures. Non-financed transfers to legal entities and trusts heighten the risk that such transfers will be used for illicit purposes. Numerous public law enforcement actions illustrate this point.

    As such, FinCEN believes that the reporting of non-financed transfers to legal entities and trusts will benefit national security by facilitating law enforcement investigations into, and strategic analysis of, the use of residential real estate transfers having these particular characteristics to facilitate money laundering.

    The definition of “financial institution” is set forth at 31 C.F.R. § 1010.100(t); the incorporation of that defined term is directed by 31 C.F.R. § 1031.320(a). ↑

62. The defined term “transferee entity” exists in the exclusion, meaning, with one exception, “any person other than a transferee trust or an individual.” 31 C.F.R. § 1031.320(n)(10)(i). Note, however, that this defined term is not employed in the exceptions to the defined term “transferee entity.” See id. § 1031.320(n)(10)(ii). ↑

63. See 31 C.F.R. § 1031.320(b)(1); see also RRE Release, 89 Fed. Reg. at 70277 (“For clarity, the term ‘Residential real property’ is removed from the list of definitions found in 31 CFR 1031.320(n) and is instead defined in 31 CFR 1031.320(b).”). The term “cooperative housing corporation” is curious in that it is not defined in the RRE Rules or in FinCEN’s general definitions. See 31 C.F.R. §§ 1031.320(n), 1010.100. The term is employed in the Internal Revenue Code, but there it defines the treatment of certain payments made to and by an organization that meets the statutory requirements and limitations—it does not set forth an objective definition. I.R.C. § 116. It bears noting that the definition of “cooperative housing corporation” there is introduced by the phrase “For purposes of this section.” Id. § 116(b). Still, it goes on to provide:

    The term “cooperative housing corporation” means a corporation—

    (A) having one and only one class of stock outstanding,

    (B) each of the stockholders of which is entitled, solely by reason of his ownership of stock in the corporation, to occupy for dwelling purposes a house, or an apartment in a building, owned or leased by such corporation,

    (C) no stockholder of which is entitled (either conditionally or unconditionally) to receive any distribution not out of earnings and profits of the corporation except on a complete or partial liquidation of the corporation, and

    (D) meeting 1 or more of the following requirements for the taxable year in which the taxes and interest described in subsection (a) are paid or incurred:

    (i) 80 percent or more of the corporation’s gross income for such taxable year is derived from tenant-stockholders.

    (ii) At all times during such taxable year, 80 percent or more of the total square footage of the corporation’s property is used or available for use by the tenant-stockholders for residential purposes or purposes ancillary to such residential use.

    (iii) 90 percent or more of the expenditures of the corporation paid or incurred during such taxable year are paid or incurred for the acquisition, construction, management, maintenance, or care of the corporation’s property for the benefit of the tenant-stockholders.

    I.R.C. § 116(b)(1). In order to fall within I.R.C. § 116(b)(1), an entity must be classified as a tax corporation. Without a bespoke definition of a “cooperative housing corporation,” it would seem that a limited liability company (“LLC”) taxed as a partnership or otherwise intentionally falling outside the scope of I.R.C. § 116(b)(1) could acquire a condominium complex, sell LLC interests that afford the owner a right of occupancy in (and even a right of subletting) a particular unit of the condominium, and avoid the reach of the RRE Rules. ↑

64. The definition of “single-family housing” as utilized in the Federal Home Loan Banks Housing Goals regulations provides, in part, that “single-family housing means a residence consisting of one to four dwelling units.” See 12 C.F.R. § 1281.1. Likely this is more coincidence than an effort at conformity. ↑

65. See also RRE Release, 89 Fed. Reg. at 70266:

    The revised definition addresses the difficulty raised by commenters in determining whether vacant or unimproved land is zoned or permitted for residential use by focusing on whether the transferee intends to build on the property a structure designed principally for occupancy by one to four families. Furthermore, the new provision added to the rule concerning reasonable reliance permits the reporting person to reasonably rely on information provided by the transferee to determine such intent. ↑

66. See 31 C.F.R. § 1031.320(c)(1); see also id. § 1031.320(d) (principal place of business address of reporting person must be a U.S. address). ↑

67. Id. § 1031.320(c)(i)–(vii). Note that each of “closing or settlement agent,” “closing or settlement statement,” and “recordation office” are themselves defined terms. Id. §§ 1031.320(n)(2), (3), (7). ↑

68. See also RRE Release, 89 Fed. Reg. at 70270 (“Associations representing real estate agents agreed with the absence in the cascade of functions typically associated with real estate agents, while two escrow industry commenters proposed including real estate agents as reporting persons.”). ↑

69. See infra notes 204–18 and accompanying text. ↑

70. See 31 C.F.R. § 1031.320(c)(2) (“If an employee, agent, or partner acting within the scope of such individual’s employment, agency, or partnership would be the reporting person as determined in paragraph (c)(1) of this section, then the individual’s employer, principal, or partnership is deemed to be the reporting person.”). ↑

71. See id. § 1031.320(c)(3) (“A financial institution that has an obligation to maintain an anti–money laundering program under this chapter is not a reporting person for purposes of this section.”). ↑

72. See id. § 1031.320(c)(4) (“If reporting persons decide to use designation agreements, a separate agreement is required for each reportable transfer.”); see also RRE Release, 89 Fed. Reg. at 70272 (“The agreement must be in writing and contain specified information, with a separate agreement required for each reportable transfer.”); id (“accordingly the final rule does not permit a blanket designation agreement in lieu of a separate designation agreement for each relevant transfer.”). ↑

73. See 31 C.F.R. § 1031.320(c)(4)(i) (“The reporting person described in paragraph (c)(1) of this section may enter into an agreement with any other person described in paragraph (c)(1) of this section to designate such other person as the reporting person with respect to the reportable transfer. The person designated by such agreement shall be treated as the reporting person with respect to the transfer.”).

    It should be noted that the person identified as the “reporting person” pursuant to a designation agreement must be a person in the cascade; it is not permitted that the designation agreement designate a person (whether an individual or an entity) who is outside the set of persons identified in the cascade. See 31 C.F.R. § 1031.320(c)(4)(i) (“The reporting person described in paragraph (c)(1) of this section may enter into an agreement with any other person described in paragraph (c)(1) of this section to designate such other person as the reporting person with respect to the reportable transfer.”) (emphasis added). See also RRE Release, 89 Fed. Reg. at 70263 (“as that attorney might allow other parties in the reporting cascade to file the Real Estate Report through a designation agreement”) (emphasis added); RRE Release, 89 Fed. Reg. at 70272:

    The final rule also does not allow for third-party vendors who are not described in the reporting cascade to be designated as a reporting person, as such vendors are not financial institutions that can be regulated by FinCEN; a reporting person could outsource the preparation of the form to a third-party vendor, but the ultimate responsibility for the completion and filing of the report would lie with the reporting person. ↑

74. See id. § 1031.320(c)(4)(ii):

    (ii) A designation agreement shall be in writing, and shall include:

    (A) The date of the agreement;

    (B) The name and address of the transferor;

    (C) The name and address of the transferee entity or transferee trust;

    (D) Information described in paragraph (g) identifying transferred residential real property;

    (E) The name and address of the person designated through the agreement as the reporting person with respect to the transfer; and

    (F) The name and address of all other parties to the agreement. ↑

75. See id. § 1031.320(l). ↑

76. See id. § 1031.320(d). The address provided must be a U.S. address, effectively excluding from the scope of “reporting person” anyone whose work address is outside the U.S. ↑

77. See id. § 1031.320(b) (“. . . to a transferee entity or a transferee trust”). ↑

78. See RRE Release, 89 Fed. Reg. at 70269:

    The definition of transferee entity was meant to include, for example, a corporation, partnership, estate, association, or limited liability company. Among the exceptions FinCEN proposed was an exception for any legal entity whose ownership interests are controlled or wholly owned, directly or indirectly, by an exempt entity. ↑

79. For these purposes, “person” is defined as “[a]n individual, a corporation, a partnership, a trust or estate, a joint stock company, an association, a syndicate, joint venture, or other unincorporated organization or group, an Indian Tribe (as that term is defined in the Indian Gaming Regulatory Act), and all entities cognizable as legal personalities.” See 31 C.F.R. § 1010.100(mm); see also id. § 1031.320(a). ↑

80. Id. § 1031.320(n)(10)(i). ↑

81. Id. § 1010.100(mm); see also id. § 1031.320(a). ↑

82. See id. § 1031.320(b)(2); see also supra notes 49–58 and accompanying text. ↑

83. See 31 C.F.R. § 1031.320(n)(10)(ii). ↑

84. See id. § 1031.320(e)(1). ↑

85. If that address is not in the United States, there must be reported as well “the street address of the primary location in the United States where the transferee entity conducts business, if any.” See id. § 1031.320(e)(1)(C). ↑

86. See id. § 1031.320(e)(1)(i)(D) (“(2) If the transferee entity has not been issued an IRS TIN, a tax identification number for the transferee entity that was issued by a foreign jurisdiction and the name of such jurisdiction; or (3) If the transferee entity has not been issued an IRS TIN or a foreign tax identification number, an entity registration number issued by a foreign jurisdiction and the name of such jurisdiction.”). ↑

87. The determination of who is a beneficial owner is based on a definition discussed below. See 31 C.F.R. § 1031.320(n)(1); infra notes 185–202 and accompanying text. ↑

88. See 31 C.F.R. § 1031.320(e)(1)(ii)(A). ↑

89. See id. § 1031.320(e)(1)(ii)(B). ↑

90. See id. § 1031.320(e)(1)(ii)(C). ↑

91. See id. § 1031.320(e)(1)(ii)(D). ↑

92. See id. § 1031.320(e)(1)(ii)(E) (“Unique identifying number consisting of: (1) An IRS TIN; or (2) Where an IRS TIN has not been issued: (i) A tax identification number issued by a foreign jurisdiction and the name of such jurisdiction; or (ii) The unique identifying number and the issuing jurisdiction from a non-expired passport issued by a foreign government.”). ↑

93. See also id. § 1031.320(n)(8):

    The term “signing individual” means each individual who signed documents on behalf of the transferee as part of the reportable transfer. However, it does not include any individual who signed documents as part of their employment with a financial institution that has both an obligation to maintain an anti–money laundering program and an obligation to report suspicious transactions under this chapter. ↑

94. See id. § 1031.320(e)(1)(iii). ↑

95. See id. § 1031.320(e)(1)(iii)(D) (“(1) An IRS TIN; or (2) Where an IRS TIN has not been issued: (i) A tax identification number issued by a foreign jurisdiction and the name of such jurisdiction; or (ii) The unique identifying number and the issuing jurisdiction from a non-expired passport issued by a foreign government to the individual.”). ↑

96. See id. § 1031.320(e)(1)(iii)(E) (“Description of the capacity in which the individual is authorized to act as the signing individual; and (F) If the signing individual is acting in that capacity as an employee, agent, or partner, the name of the individual’s employer, principal, or partnership.”). ↑

97. See id. § 1031.320(e)(2). ↑

98. See id. § 1031.320(e)(2)(i)(A). ↑

99. See id. § 1031.320(e)(2)(i)(B). ↑

100. See id. § 1031.320(e)(2)(i)(C) (“Unique identifying number, if any, consisting of: (1) IRS TIN; or (2) Where an IRS TIN has not been issued, a tax identification number issued by a foreign jurisdiction and the name of such jurisdiction.”). ↑

101. See id. § 1031.320(e)(2)(i)(D). ↑

102. See id. § 1031.320(e)(2)(ii). ↑

103. See id. § 1031.320(e)(2)(ii)(C) (“(1) The street address that is the trustee’s principal place of business; and (2) If such principal place of business is not in the United States, the street address of the primary location in the United States where the trustee conducts business, if any.”). ↑

104. See id. § 1031.320(e)(2)(ii)(D):

     Unique identifying number, if any, consisting of: (1) The IRS TIN of the trustee; (2) In the case that a trustee has not been issued an IRS TIN, a tax identification number issued by a foreign jurisdiction and the name of such jurisdiction; or (3) In the case that a trustee has not been issued an IRS TIN or a foreign tax identification number, an entity registration number issued by a foreign jurisdiction and the name of such jurisdiction. ↑

105. Id. § 1031.320(e)(2)(ii)(E). ↑

106. The definition of who is a beneficial owner with respect to a trust is reviewed below. See id. § 1031.320(n)(1)(ii); infra notes 192–97 and accompanying text. ↑

107. See 31 C.F.R. § 1031.320(e)(2)(iii). ↑

108. See id. § 1031.320(e)(2)(iii)(E) (“Unique identifying number consisting of: (1) An IRS TIN; or (2) Where an IRS TIN has not been issued: (i) A tax identification number issued by a foreign jurisdiction and the name of such jurisdiction; or (ii) The unique identifying number and the issuing jurisdiction from a non-expired passport issued by a foreign government.”). ↑

109. Id. § 1031.320(e)(2)(iii)(F). ↑

110. See id. § 1031.320(f)(1)(i). ↑

111. See id. § 1031.320(f)(1)(ii). ↑

112. See id. § 1031.320(f)(1)(iii). ↑

113. See id. § 1031.320(f)(1)(iv) (“(A) An IRS TIN; or (B) Where an IRS TIN has not been issued: (1) A tax identification number issued by a foreign jurisdiction and the name of such jurisdiction; or (2) The unique identifying number and the issuing jurisdiction from a non-expired passport issued by a foreign government to the individual.”). ↑

114. See id. § 1031.320(f)(2)(i). ↑

115. See id. § 1031.320(f)(2)(ii). ↑

116. See id. § 1031.320(f)(2)(iii) (“Complete current address consisting of: (A) The street address that is the legal entity’s principal place of business; and (B) If the principal place of business is not in the United States, the street address of the primary location in the United States where the legal entity conducts business, if any.”). ↑

117. See id. § 1031.320(f)(2)(iv) (“(A) An IRS TIN; (B) In the case that the legal entity has not been issued an IRS TIN, a tax identification number issued by a foreign jurisdiction and the name of such jurisdiction; or (C) In the case that the legal entity has not been issued an IRS TIN or a foreign tax identification number, an entity registration number issued by a foreign jurisdiction and the name of such jurisdiction.”). ↑

118. See id. § 1031.320(f)(3)(i). ↑

119. See id. § 1031.320(f)(3)(ii). ↑

120. See id. § 1031.320(f)(3)(iii) (“(A) IRS TIN; or (B) Where an IRS TIN has not been issued, a tax identification number issued by a foreign jurisdiction and the name of such jurisdiction.”). ↑

121. See id. § 1031.320(f)(3)(iv)(A). ↑

122. See id. § 1031.320(f)(3)(iv)(B). ↑

123. See id. § 1031.320(f)(3)(iv)(C) (“(1) An IRS TIN; or (2) Where an IRS TIN has not been issued: (i) A tax identification number issued by a foreign jurisdiction and the name of such jurisdiction; or (ii) The unique identifying number and the issuing jurisdiction from a non-expired passport issued by a foreign government.”). ↑

124. See id. § 1031.320(f)(3)(v)(A). ↑

125. See id. § 1031.320(f)(3)(v)(B). ↑

126. See id. § 1031.320(f)(3)(v)(C) (“Complete current address consisting of: (1) The street address that is the legal entity’s principal place of business; and (2) If the principal place of business is not in the United States, the street address of the primary location in the United States where the legal entity conducts business, if any.”). ↑

127. See id. § 1031.320(f)(3)(v)(D) (“(1) An IRS TIN; (2) In the case that the legal entity has not been issued an IRS TIN, a tax identification number issued by a foreign jurisdiction and the name of such jurisdiction; or (3) In the case that the legal entity has not been issued an IRS TIN or a foreign tax identification number, an entity registration number issued by a foreign jurisdiction and the name of such jurisdiction.”). ↑

128. “Residential real property” is defined not in subsection (n) of the RRE Rules, but rather as part of the definition of “reportable transfer.” See id. § 1031.320(b)(i)–(iv). ↑

129. See id. § 1031.320(g). Note that “date of closing” is a defined term. Id. § 1031.320(n)(4) (“The term ‘date of closing’ means the date on which the transferee entity or transferee trust receives an ownership interest in residential real property.”). ↑

130. See id. § 1031.320(h)(1)(i). ↑

131. See id. § 1031.320(h)(1)(ii). ↑

132. See id. § 1031.320(h)(1)(iii). ↑

133. See id. § 1031.320(h)(1)(iv). ↑

134. See id. § 1031.320(h)(1). Note that “financial institution” is a defined term. Id. §§ 1031.320(a), 1010.100(t). ↑

135. See id. § 1031.320(h)(2). ↑

136. See id. § 1031.320(h)(1). ↑

137. See id. § 1031.320(i); see also id. § 1031.320(b) (definition of “reportable transfer”). ↑

138. See id. § 1010.380(b); see also Fin. Crimes Enf’t Network FAQs, FAQ K.4 (Dec. 12, 2023); Beneficial Ownership Information Reporting Requirements, 87 Fed. Reg. at 59513:

     In addition, the final rule does not adopt a good faith or other standard regarding the requirements to update or correct reports. The CTA places the reporting responsibility on reporting companies, and this responsibility includes the obligation to report accurately. The CTA also requires reporting companies to update information when it changes. ↑

139. See id. 31 C.F.R. § 1031.320(j)(1):

     Except as described in paragraph (j)(2) of this section, the reporting person may rely upon information provided by other persons, absent knowledge of facts that would reasonably call into question the reliability of the information provided to the reporting person.

     See also RRE Release, 89 Fed. Reg. at 70261:

     The final rule imposes a reporting requirement on “reporting persons” that are involved in certain kinds of transfers of residential real property. In response to comments, the rule adopts a reasonable reliance standard, allowing reporting persons to, in general, reasonably rely on information obtained from other persons. ↑

140. See 31 C.F.R. § 1031.320(e)(1)(ii). ↑

141. See id. § 1031.320(e)(2)(iii). ↑

142. See id. § 1031.320(j)(2):

     For purposes of reporting information described in paragraphs (e)(1)(ii) and (e)(2)(iii) of this section, the reporting person may rely upon information provided by the transferee or a person representing the transferee in the reportable transfer, absent knowledge of facts that would reasonably call into question the reliability of the information provided to the reporting person, if the person providing the information certifies the accuracy of the information in writing to the best of the person’s knowledge.

     See also RRE Release, 89 Fed. Reg. at 70258:

     The final rule adopts a reasonable reliance standard, allowing reporting persons to rely on information obtained from other persons, absent knowledge of facts that would reasonably call into question the reliability of that information. For purposes of reporting beneficial ownership information in particular, a reporting person may reasonably rely on information obtained from a transferee or the transferee’s representative if the accuracy of the information is certified in writing to the best of the information provider’s own knowledge.

     Id. at 70263 (citations omitted):

     In 31 CFR 1031.320(j), the final rule adopts a reasonable reliance standard that allows reporting persons to reasonably rely on information provided by other persons. As a result, the reporting person generally may rely on information provided by any other person for purposes of reporting information or to make a determination necessary to comply with the final rule, but only if the reporting person does not have knowledge of facts that would reasonably call into question the reliability of the information. This reasonable reliance standard is consistent with that used by certain financial institutions subject to customer due diligence requirements.

     This reasonable reliance standard is slightly more limited when a reporting person is reporting beneficial ownership information of transferee entities or transferee trusts. As expressed in the proposed rule, and as adopted in the final rule, when a reporting person is collecting the beneficial ownership information of transferee entities and transferee trusts. In those situations, the reasonable reliance standard applies only to information provided by the transferee or the transferee’s representative and only if the person providing the information certifies the accuracy of the information in writing to the best of their knowledge. ↑

143. See 31 C.F.R. § 1031.320(k)(2). ↑

144. See id. § 1031.320(k)(3). ↑

145. See id. § 1031.320(n)(4) (“The term ‘date of closing’ means the date on which the transferee entity or transferee trust receives an ownership interest in residential real property.”). In turn, “ownership interest” is a defined term. Id. § 1031.320(n)(6). ↑

146. See id. § 1031.320(l)(1); see also id. § 1031.320(j)(2). ↑

147. See id. § 1031.320(l)(1); see also 31 C.F.R. § 1031.320(c)(4). ↑

148. See RRE Release, 89 Fed. Reg. at 70276 (“The final rule retains the requirement that certain records be kept for five years.”). ↑

149. See 31 C.F.R. § 1031.320(m)(1); see also 31 U.S.C. § 5318(g)(2):

     (A) In general.—If a financial institution or any director, officer, employee, or agent of any financial institution, voluntarily or pursuant to this section or any other authority, reports a suspicious transaction to a government agency—

     (i) neither the financial institution, director, officer, employee, or agent of such institution (whether or not any such person is still employed by the institution), nor any other current or former director, officer, or employee of, or contractor for, the financial institution or other reporting person, may notify any person involved in the transaction that the transaction has been reported or otherwise reveal any information that would reveal that the transaction has been reported[]; and

     (ii) no current or former officer or employee of or contractor for the Federal Government or of or for any State, local, tribal, or territorial government within the United States, who has any knowledge that such report was made may disclose to any person involved in the transaction that the transaction has been reported, or otherwise reveal any information that would reveal that the transaction has been reported, other than as necessary to fulfill the official duties of such officer or employee.

     See also RRE Release, 89 Fed. Reg. at 70276:

     As in the NPRM, FinCEN recognizes that the confidentiality provision in 31 U.S.C. 5318(g)(2) applying to financial institutions that file SARs is not feasible with the Real Estate Report, as reporting persons needs to collect information directly from the subjects of the Report, thus revealing its existence. Moreover, all parties to a non-financed residential real estate transfer subject to this rule would already be aware that a report would be filed, given such filing is non-discretionary, rendering confidentiality unnecessary. ↑

150. See 31 C.F.R. § 1031.320(m)(2) (“A reporting person under this section is exempt from the requirement to establish an anti–money laundering program, in accordance with 31 CFR 1010.205(b)(1)(v).”). ↑

151. See id. § 1031.320(n). ↑

152. See id. § 1031.320(n)(4). ↑

153. See id. § 1031.320(n)(1). ↑

154. See id. § 1031.320(n)(2). ↑

155. See id. § 1031.320(n)(3). ↑

156. See id. § 1031.320(n)(5). ↑

157. See id. § 1031.320(n)(6). ↑

158. See id. § 1031.320(n)(7). ↑

159. See id. § 1031.320(n)(8). ↑

160. See id. § 1031.320(n)(9) (“The term ‘statutory trust’ means any trust created or authorized under the Uniform Statutory Trust Entity Act or as enacted by a State. For the purposes of this subpart, statutory trusts are transferee entities.”). Note that this definition does not include the Delaware Statutory Trust, Del. Code tit. 12, § 3801 et seq., as that statute predates and is not an adoption of the Uniform Act. See also Thomas E. Rutledge & Ellisa O. Habbart, The Uniform Statutory Trust Entity Act: A Review, 65 Bus. Law. 1055 (Aug. 2010). ↑

161. See 31 C.F.R. § 1031.320(n)(10). ↑

162. See id. § 1031.320(n)(11). ↑

163. See id. § 1031.320(c)(1). ↑

164. See id. § 1031.320(c)(1)(i). ↑

165. See id. §§ 1031.320(n)(1)(i)(A), 1031.320(n)(1)(i)(B), 1031.320(n)(1)(ii). ↑

166. See id. § 1031.320(g)(3). ↑

167. See id. § 1031.320(k)(3)(i)–(ii). ↑

168. See id. § 1031.320(b)(1). ↑

169. See id. ↑

170. See id. § 1031.320(n)(4). ↑

171. See id. § 1031.320(c)(1)(iii). ↑

172. See id. §§ 1031.320(e)(1)(iii), 1031.320(e)(1)(iii)(E), 1031.320(e)(1)(iii)(F). ↑

173. See id. § 1031.320(n)(11)(i). ↑

174. See id. § 1031.320(n)(11)(ii)(C). A statutory trust will be rather a transferee entity. ↑

175. See id. § 1031.320(n)(10)(i). ↑

176. See id. § 1031.320(n)(10)(ii). Most of these organizations are defined by reference to the Reporting Rules adopted under the CTA. ↑

177. See id. § 1031.320(b)(1). ↑

178. See id. § 1031.320(c)(4)(ii)(C). ↑

179. See, e.g., id. §§ 1031.320(e)(1)(i), 1031.320(e)(1)(ii), 1031.320(h)(1). ↑

180. Id. § 1031.320(n)(11). ↑

181. See id. § 1010.320(n)(9) (“For purposes of this subpart, statutory trusts are transferee entities.”); see also RRE Release, 89 Fed. Reg. at 70269 (“Similarly, the proposed rule excluded statutory trusts from the definition of a transferee trust but, instead, proposed to capture statutory trusts within the definition of a transferee entity.”). ↑

182. See 31 C.F.R. § 1031.320(n)(1)(i). ↑

183. See id. § 1031.320(n)(1)(ii). ↑

184. See id. §§ 1031.320(n)(1)(i)(A), 1031.320(n)(1)(i)(B), 1031.320(n)(1)(ii). ↑

185. See id. § 1031.320(n)(1)(i)(A) (“The beneficial owners of a transferee entity are the individuals who would be the beneficial owners of the transferee entity on the date of closing if the transferee entity were a reporting company under 31 CFR 1010.380(d) on the date of closing.”); see also RRE FAQ D.3 (“This definition is derivative of the definition of this term in the FinCEN’s Beneficial Ownership Information (BOI) Reporting Rule.”). ↑

186. See 31 C.F.R. § 1010.380(d) (“Beneficial owner. For purposes of this section, the term ‘beneficial owner,’ with respect to a reporting company, means any individual who, directly or indirectly, either exercises substantial control over such reporting company or owns or controls at least 25 percent of the ownership interests of such reporting company.”). For an exegesis of this definition in the Reporting Rules, see Ribstein, Keatinge & Rutledge, supra note 11, §§ 4A:12–4A:15. ↑

187. The impact of the IFR upon the CTA and the Reporting Rules is reviewed in the second installment of this article. ↑

188. 31 C.F.R. § 1031.320(n)(1)(i)(B). In the CTA’s Reporting Rules, in contrast with the RRE Rules, a nonprofit under I.R.C. § 501(c) was not a “reporting company” that needed to assess its beneficial owners under the substantial control test. See 31 U.S.C. § 5336(a)(11)(B)(xix); see also 31 C.F.R. § 1010.380(c)(2)(xix). To address the gap, the RRE Rules provide a rule for assessing the “beneficial owners” of a nonprofit organization, directing that they are to be assessed under only the substantial control test, to the exclusion of the ownership test. This is not much of a clarification except to make it clear that an ownership analysis is not required, which if undertaken would in almost every instance yield no results. ↑

189. See also 31 C.F.R. § 1010.380(f)(10) (definition of “United States person”). ↑

190. Added by IFR, 90 Fed. Reg. at 13697. ↑

191. Loper Bright Enters. v. Raimondo, 603 U.S. 369 (2024); see also Ribstein, Keatinge & Rutledge, supra note 11, § 1:10. ↑

192. 31 C.F.R. § 1031.320(n)(1)(ii)(A)–(B). ↑

193. See id. § 1031.320(n)(1)(ii)(C); see also id. § 1010.380(d)(2)(ii)(C)(2)(i)–(ii). ↑

194. See id. § 1031.320(n)(1)(ii)(D); see also id. § 1010.380(d)(2)(ii)(C). ↑

195. See id. § 1031.320(n)(10)(ii). ↑

196. Id. § 1031.320(n)(1)(ii)(E). ↑

197. See id. § 1031.320(n)(1)(ii)(F) (“A beneficial owner of any trust that holds at least one of the positions in the transferee trust described in paragraphs (n)(1)(ii)(A) through (D) of this section, except when the trust meets the criteria set forth in paragraphs (n)(11)(ii)(A) through (D). Beneficial ownership of any such trust is determined under this paragraph (n)(1)(ii), utilizing the criteria for beneficial owners of a transferee trust.”). ↑

198. See Thomas E. Rutledge & Robert R. Keatinge, LLPs Are Not CTA Reporting Companies, Bus. L. Today (Oct. 10, 2024). ↑

199. See supra notes 78–83 and accompanying text. ↑

200. See Unif. P’ship Act §§ 6(1), 202(a) (Unif. L. Comm’n 1997/2013); Del. Code tit. 6, § 15-202(a); Colo. Rev. Stat. § 7-64-202(1); Ky. Rev. Stat. Ann. §§ 362.175(1), 362.1-202(1); Va. Code § 50-73.88A. ↑

201. See I.R.C. § 761(a); see also 2 Larry E. Ribstein, Robert R. Keatinge & Thomas E. Rutledge, Ribstein and Keatinge on Limited Liability Companies § 22:20 (Dec. 2025). ↑

202. See I.R.C. § 761(f); see also Ribstein, Keatinge & Rutledge, supra note 201, § 22:18. ↑

203. See also RRE Release, 89 Fed. Reg. at 70264 (citations omitted):

     Consistent with the NPRM, FinCEN believes that it is unnecessary to list potential penalties in the regulatory text because the applicable penalties are already set forth by statute. Negligent violations of the final rule could result in a civil penalty of, as of the publication of the final rule, not more than $1,394 for each violation, and an additional civil money penalty of up to $108,489 for a pattern of negligent activity.

     Willful violations of the final rule could result in a term of imprisonment of not more than five years or a criminal fine of not more than $250,000, or both.

     Such violations also could result in a civil penalty of, as of the publication of the final rule, not more than the greater of the amount involved in the transaction (not to exceed $278,937) or $69,733.

     This penalty structure generally applies to any violation of a BSA requirement.

     FinCEN intends to conduct outreach to potential reporting persons on the need to comply with the final rule’s requirements. ↑

204. See 31 C.F.R. § 1031.320(c)(1). ↑

205. See supra notes 72–75 and accompanying text. ↑

206. See 31 C.F.R. § 1031.320(c)(1)(i). ↑

207. See id. § 1031.320(c)(1)(ii). ↑

208. See id. § 1031.320(c)(1)(iii). ↑

209. See id. § 1031.320(c)(1)(iv). ↑

210. See id. § 1031.320(c)(1)(v). It should be noted that use of the lawyer’s trust account for disbursal is often cited as of great concern to FinCEN and, for a lot of reasons, this should be approached with caution. ↑

211. See id. § 1031.320(c)(1)(vi). ↑

212. See id. § 1031.320(c)(1)(vii). ↑

213. See RRE Release, 89 Fed. Reg. at 70262–63 (III(B)(3) (Attorneys as Potential Reporting Persons)) (arguing, based upon case law interpreting lawyers’ duties under the Bank Secrecy Act dealing with reporting with respect to the payment of funds to lawyers as fees or into their trust accounts, that lawyers are broadly obligated to comply with FinCEN’s AML rules). ↑

214. See, e.g., Fin. Action Task Force, Guidance for a Risk-Based Approach for Legal Professionals, at Recommendations 10 (2019) (regarding verification of beneficial ownership of the client and of any beneficial owners of the client, including “the types of activities in which the [client] participates”). ↑

215. Compare Frequently Asked Questions, Fin. Crimes Enf’t Network, CTA FAQs E-3, E-5, E-6 (last visited Nov. 14, 2025) (which appear to go out of their way to require that an attorney be listed as a company applicant even where others were performing the actions of a company applicant by referring to the “primarily responsible for overseeing, preparation and filing of a reporting company’s incorporation documents” or “if more than one person is involved in the filing of the document, the person who is primarily responsible for directing or controlling the filing”), with 31 C.F.R. § 1031.320(c) (which speaks of the reporting person as “the person that prepares the closing and settlement statement” or “the person that files . . . the deed or other instrument that transfers ownership . . .” or “the person that prepares the deed . . .”). See also 31 C.F.R. § 1031.320(n)(2) (which defines a “closing or settlement agent” as “any person, whether or not acting as an agent for a title agent or company, a licensed attorney, real estate broker, or real estate salesperson, who for another and with or without a commission, fee, or other valuable consideration and with or without the intention or expectation of receiving a commission, fee, or other valuable consideration, directly or indirectly, provides closing or settlement services incident to the transfer of residential real property.”); id. § 1031.320(c)(1)(i) (defining the reporting person as the person designated as “settlement or closing agent.”). ↑

216. See Model Rules of Pro. Conduct r. 1.2(d) (Am. Bar Ass’n 2025) (“A lawyer shall not counsel a client to engage, or assist a client, in conduct that the lawyer knows is criminal or fraudulent.”). ↑

217. See Robert R. Keatinge, Comments on Changes to Rule 1.16, SSRN (Oct. 4, 2024); see also Ribstein, Keatinge & Rutledge, supra note 11, §§ 3:2, 4A:1, 4A:37. ↑

218. ABA Standing Comm. on Ethics & Pro. Resp., Formal Op. 24-513 (Aug. 23, 2024). ↑

219. To put it bluntly, rely upon them at your own risk; we are not your attorneys or attorneys for your clients. ↑

220. See 31 C.F.R. § 1031.320(b)(1). ↑

221. The 31 C.F.R. § 1031.320(b)(2)(vi) exemption is limited by its terms to a transfer to a trust and does not include a transfer to a business entity. See also RRE Release, 89 Fed. Reg. at 70268 (“FinCEN also does not believe that this same logic can be extended to justify excepting transfers of property by an individual to a legal entity owned or controlled by such individual, as some commenters suggested.”). ↑

222. See 31 C.F.R. § 1031.320(n)(5). ↑

223. See id. § 1031.320(c)(1). ↑

224. See id. § 1031.320(b)(2)(viii). ↑

225. See id. § 1031.320(b)(1)(ii). ↑

226. See id. § 1031.320(j)(1); see also RRE Release, 89 Fed. Reg. at 70266:

     The revised definition addresses the difficulty raised by commenters in determining whether vacant or unimproved land is zoned or permitted for residential use by focusing on whether the transferee intends to build on the property a structure designed principally for occupancy by one to four families. Furthermore, the new provision added to the rule concerning reasonable reliance permits the reporting person to reasonably rely on information provided by the transferee to determine such intent. ↑

227. See 31 C.F.R. § 1031.320(n)(5). ↑

228. See id. § 1031.320(b)(1). ↑

229. See id. § 1031.320(c)(1). ↑

230. See id. § 1031.320(b)(1). ↑

231. See id. ↑

232. See id. ↑

233. Contrast id. § 1031.320(b)(2)(vi). ↑

234. See id. § 1031.320(n)(10)(i). ↑

235. See id. § 1031.320(n)(5). ↑

236. See id. § 1031.320(c)(1)(vii). ↑

237. See id. § 1031.320(b)(1). ↑

238. See id. § 1031.320(n)(5). ↑

239. See id. § 1031.320(c)(1). ↑

240. See id. § 1031.320(b)(2)(vi). ↑

241. See id. § 1031.320(b)(1). ↑

242. See id. § 1031.320(n)(5). ↑

243. See id. § 1031.320(c)(1). ↑

244. See also id. § 1031.320(n)(9). ↑

245. See id. §§ 1031.320(n)(11)(ii)(C), 1010.320(n)(9). ↑

246. See id. § 1031.320(e)(2). ↑

247. See id. § 1031.320(e)(1). ↑

248. See id. § 1031.320(b)(1). ↑

249. See also id. § 1031.320(j)(1); see also RRE Release, 89 Fed. Reg. at 70266:

     The revised definition addresses the difficulty raised by commenters in determining whether vacant or unimproved land is zoned or permitted for residential use by focusing on whether the transferee intends to build on the property a structure designed principally for occupancy by one to four families. Furthermore, the new provision added to the rule concerning reasonable reliance permits the reporting person to reasonably rely on information provided by the transferee to determine such intent. ↑

250. See Ky. Rev. Stat. Ann. ch. 386A. ↑

251. See 31 C.F.R. § 1031.320(b)(1). ↑

252. See id. ↑

253. See also RRE Release, 89 Fed. Reg. at 70266:

     To address comments that requested clarity on whether mixed-use property qualifies as residential real property, the definition of residential real property also clarifies that separate residential units within a building, such as individually owned condominium units, as well as entire buildings designed for occupancy by one to four families, are included. ↑

254. See 31 C.F.R. § 1031.320(n)(5). ↑

255. See id. § 1031.320(n)(5)(1). ↑

256. See id. § 1031.320(c)(1). ↑

257. Senate Joint Resolution 15 provides in substance: “That Congress disapproves the final rule submitted by the Financial Crimes Enforcement Network relating to ‘Anti–Money Laundering Regulations for Residential Real Estate Transfers’ (89 Fed. Reg. 70258 (August 29, 2024)), and such rule shall have no force or effect.” S.J. Res. 15, 119th Cong. (2025–2026). ↑

258. House Joint Resolution 55 provides in substance: “That Congress disapproves the rule submitted by the Financial Crimes Enforcement Network relating to ‘Anti–Money Laundering Regulations for Residential Real Estate Transfers’ (89 Fed. Reg. 70258 (August 29, 2024)), and such rule shall have no force or effect.” H.J. Res. 55, 119th Cong. (2025–2026). ↑

259. See Flowers Title Cos. LLC v. Bessent, No. 6:25-cv-00127 (E.D. Tex. filed Apr. 4, 2025); Corley v. U.S. Dep’t of the Treasury, No. 5:25-cv-00086 (N.D. Tex. filed Apr. 17, 2025); Fid. Nat’l Fin., Inc. v. Bessent, No. 3:25-cv-00554 (M.D. Fla. filed May 20, 2025); see also Kelly Phillips Erb, Lawsuit Challenges a New Rule Requiring Reporting Details of Cash Real Estate Purchases, Forbes (Apr. 25, 2025) (reviewing the Flowers Title lawsuit); Press Release, Tex. Pub. Pol’y Found., TPPF Sues FinCEN over Constitutionality of Real Estate Transfer Rule (Apr. 17, 2025) (discussing the Corley complaint); Robert Maddox & Jonathan “Jack” Harrington, Will There Be Light? FinCEN’s New Reporting Rule Faces Legal Challenge, Bradley (May 30, 2025) (discussing the Fidelity National complaint). As of October 5, 2025, the status of each of these cases was as follows:

     • In the Flowers Title case, a summary judgment briefing schedule was set on July 17, 2025 (docket item 9). An amended complaint was filed on July 15 (docket item 11), and thereafter the plaintiffs filed their motion for summary judgment on July 16 (docket item 12). The government filed its response on August 15 (docket item 14), and on August 29 a reply was filed by the plaintiffs (docket item 17), with a further reply filed by the government on September 12 (docket item 18). An amicus brief was also filed (docket item 20). On November 14 a scheduling order was entered setting the argument of the pending motions for summary judgment for December 17, 2025 (docket item 23). However, on November 18 a superseding order was issued delaying that hearing until January 13, 2026 (docket item 26).
     • In the Corley case, a motion for summary judgment was filed by the plaintiffs on May 8, 2025 (docket items 10–12). However, it was only on July 8 that a briefing schedule for summary judgment was entered (docket item 15). Both sides filed for summary judgment on August 12 (docket items 16 and 17), with responses filed on August 26 (docket items 18 and 19). The government filed a reply brief on September 11 (docket item 20); the docket does not reflect the filing of a reply brief by the plaintiffs. As of October 1, no oral argument had been scheduled.
     • Turning to the Fidelity National case, it was referred to a magistrate judge on May 28 for ruling on all nondispositive motions and the issuance of a report and recommendations on dispositive motions (docket item 12). On July 30, after a hearing (docket item 26), a briefing schedule for summary judgment was issued (docket item 27.). The plaintiff filed their motion for summary judgment on August 25 (docket item 35) and that day also filed a motion for a preliminary injunction against the enforcement of the rules pending resolution of the suit (docket item 36). A briefing schedule as to that motion was entered on August 29 (docket item 40). Oral argument on the motion for a preliminary injunction was scheduled for September 30, 2025 (docket item 63). The government filed its cross-motion for summary judgment on September 26, 2025 (docket item 64). By a joint motion, the scheduled oral argument on the requested injunctive relief was canceled until March 1, 2026, in light of the delay of the RRE Rules’ effective date (docket items 69 and 70). Oral argument was rescheduled for November 18 (docket item 77), and the matters were taken under advisement (docket item 79).

     ↑

260. See Press Release, Fin. Crimes Enf’t Network, FinCEN Renews Residential Real Estate Geographic Targeting Orders (Oct. 9, 2025). ↑

261. See Fin. Crimes Enf’t Network, Geographic Targeting Order § II.A.2.ii (effective Oct. 10, 2025) [hereinafter GTO]. ↑

262. See 31 C.F.R. § 1031.320(b)(1). ↑

263. See GTO § II.A.1. ↑

264. See 31 C.F.R. § 1031.320(c)(1). ↑

265. See GTO § II.2.ii. ↑

266. See 31 C.F.R. § 1031.320(b)(1). ↑

267. See GTO § XII.A.2.i (“purchased”). ↑

268. See also RRE Release, 89 Fed. Reg. at 70268 (“FinCEN also does not believe that this same logic can be extended to justify excepting transfers of property by an individual to a legal entity owned or controlled by such individual, as some commenters suggested.”); RRE FAQ B.3. ↑

269. See GTO § III.A.1.ii. ↑

270. See 31 C.F.R. §§ 1031.320(b)(1)(i), 1031.320(n)(9). ↑

271. See GTO § III.A.1.ii. ↑

272. See 31 C.F.R. § 1031.320(n)(10)(ii). ↑

273. See Christina M. Houston, Robert R. Keatinge, Thomas E. Rutledge & James J. Wheaton, What Fresh Hell Can This Be? Beneficial Ownership Reporting and the CTA, Bus. L. Today (Dec. 10, 2025). ↑