Buried deep in over 1,500 pages of the National Defense Authorization Act of 2021 ("NDAA") are fifteen pages of regulatory statue call the Corporate Transparency Act The "Sense of Congress" is that the CTA is necessary because "more than 2,000,000 corporations and limited liability companies are being formed under the laws of the States each year" and that most States do not set about to require or collect information about the beneficial owners of such entities. Congress further notes that "malign actors use the types of entities being regulated by the CTA for a litany of criminal activities including "money laundering, the financing of terrorism, proliferation financing, serious tax fraud, human and drug trafficking, counterfeiting, piracy, securities fraud, and acts of foreign corruption."

While there is no dispute that these issues are serious and of genuine concern, rather than make investments into already-existing Federal agencies whose mission is to bring these types of criminals to justice, or make budget allocations to States to address these types of crimes at a local level by helping local law enforcement enforce existing State law, the CTA instead designs a complex statutory and regulatory scheme, replete with eye-popping civil and criminal penalties, which starts from a premise that all businesses subject to the CTA should be and will be suspect of these kinds of criminal activities at the outset of an entity's formation.

Developed from a premise that all covered entities should be suspected by law enforcement of engaging in the types of criminal activities that Congress seeks to uncover, the finished work product of the CTA will result in a vast database containing the personally identifiable and "sensitive" information of the covered entities subject to the CTA's requirements. This database, which is designed to give law enforcement agencies unfettered access to the information contained therein, will be managed by the United States Department of Treasury's Financial Crimes Enforcement Network.

Such a collection and aggregation of the individualized and "sensitive information of law-abiding Oregonians like Plaintiffs, in furtherance of providing that information for unwarranted law enforcement purposes, is in opposite of the protections afforded Plaintiffs and others under the First, Fourth, Fifth, and Ninth Amendments. The CTA is a serious breach of Plaintiffs' rights to privacy, their right to not have law enforcement rifle through their personal information in search of a crime for which there is otherwise no reasonable suspicion or probable cause to search, and the right of Plaintiffs to not self-incriminate to the government.

For Plaintiffs, challenging the CTA is not merely an exercise of objecting to another government regulation and more red tape on small businesses. While Plaintiffs most certainly will be burdened by the financial cost of compliance, including the financial costs of trying to ensure Plaintiffs have followed ever step to a "T" and do so every single time a change occurs in their covered entity, the financial cost is only one of several burdens. The cost of compliance includes protecting themselves from the actual threat of civil and criminal penalties when there is no due process and no safe harbor in the law. But most problematic is that cost of compliance includes an unwarranted and unreasonable invasion of Plaintiff's privacy and it does so in violation of their civil rights.