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January 2026

Real Estate Crowdfunding in Arizona Legal Frameworks for Investors - Gottlieb Law
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Real Estate Crowdfunding in Arizona: Understanding the Legal Framework for Investors
Real Estate Crowdfunding in Arizona: Understanding the Legal Framework for Investors 1920 1080 Gottlieb Law

Gottlieb Law, PLC provides this article for information purposes only and nothing herein creates an attorney-client relationship. You should not take any actions in reliance on any of the information contained herein without consulting with qualified legal counsel first and reading this article is not a proper substitute for seeking legal advice of your specific situation.  Laws change over time and you should seek counsel to discuss any specific legal questions.


Real Estate Crowdfunding in Arizona: Understanding the Legal Framework for Investors

Real estate crowdfunding has changed how people invest in property, especially in Arizona, where a unique legal framework opens doors for residents eager to enter real estate without massive capital. But with opportunity comes regulation, and that’s where things can get complicated.

If you’re looking to get involved in a crowdfunding deal, or thinking of launching one, you’ll need to understand how Arizona’s laws intersect with federal securities rules. You’ll also want a trusted legal partner who can advise investors and help navigate state and federal compliance requirements.

Let’s break down real estate crowdfunding in Arizona.

What Is Real Estate Crowdfunding?

Definition and Scope

Crowdfunding involves raising smaller amounts of capital from a large number of investors, typically through online platforms that connect participants around a shared investment opportunity. In real estate, this often means investors pool funds to acquire, develop, or operate property through ownership interests in a sponsoring entity or project.

Unlike traditional real estate investments that may require substantial capital, some platforms allow participation with minimum investments as low as $1,000. While this expands access, it does not eliminate investment risk.

The Evolution in Arizona

Arizona was among the earlier states to adopt a formal framework for intrastate crowdfunding.  Under A.R.S. § 44-1844(A)(22), certain offerings limited to Arizona residents may qualify for a state-level securities exemption when specific statutory and regulatory requirements are met.

Over time, the statute has been amended to reflect evolving federal standards and market practices, including adjustments to offering limits and disclosure obligations. While this framework can provide flexibility for qualifying issuers and investors, compliance remains essential.

Federal Regulations That Can Apply

Regulation Crowdfunding (Reg CF)

At the federal level, the Securities and Exchange Commission (SEC) permits qualifying issuers to raise capital through Regulation Crowdfunding using registered broker-dealers or funding portals. As of 2026, issuers may raise up to $5 million in a 12-month period under this exemption.

Investor participation is subject to limits based on annual income and net worth. Issuers are generally required to file required disclosures with the SEC using Form C, including financial statements, business information, ownership details, and risk factors. Annual reports must be submitted through Form C-AR.

These filing obligations are mandatory and require careful preparation.

Regulation D and Regulation A

Some real estate crowdfunding offerings rely on other federal exemptions.

Under Regulation D, issuers may raise capital through private offerings, including:

  • Rule 506(b), which permits limited participation by non-accredited investors without general solicitation; and

  • Rule 506(c), which allows general solicitation but limits participation to accredited investors and requires verification.

Regulation A provides additional flexibility. Tier 1 offerings permit raises of up to $20 million in a 12-month period and remain subject to state review, while Tier 2 offerings currently allow up to $75 million and are exempt from most state registration requirements.

Selecting the appropriate exemption and complying with its requirements is critical. An experienced real estate and securities attorney can help structure offerings to minimize regulatory risk.

Because crowdfunding and securities regulations are highly technical and fact-specific, investors and issuers should consult with qualified real estate and securities counsel regarding their particular circumstances before taking action.

Arizona’s Intrastate Crowdfunding Exemption

Core Requirements

Under A.R.S. § 44-1844(A)(22), certain intrastate securities offerings, including qualifying crowdfunding offerings, may be exempt from state registration when specific statutory and regulatory conditions are satisfied.

In general, eligible offerings must be limited to Arizona residents, and issuers are required to obtain reasonable evidence of investor residency. Issuers must also file a notice with the Arizona Corporation Commission and comply with applicable disclosure and escrow requirements.

While this framework can streamline capital formation for qualifying issuers, it remains highly technical and must be implemented carefully.

Scope and Investment Limits

Arizona’s intrastate exemption imposes aggregate offering limits over defined periods and applies to both debt and equity offerings when statutory conditions are met. Certain offerings involving digital assets or similar instruments may also fall within the scope of the exemption, subject to evolving regulatory guidance and heightened scrutiny.

Because these requirements are closely tied to federal intrastate exemptions and enforcement priorities, issuers and investors must remain attentive to both state and federal compliance obligations.

Working with an experienced Arizona real estate and securities attorney can help ensure these offerings are properly structured and documented.

Licensing and Oversight: Who’s Watching?

The Arizona Corporation Commission administers intrastate securities filings and enforces antifraud provisions under state law. The U.S. Securities and Exchange Commission maintains jurisdiction over interstate and federally exempt offerings.

Platforms facilitating Regulation Crowdfunding offerings must be registered with the SEC and FINRA as broker-dealers or funding portals. Platforms operating under Arizona’s intrastate exemption may be subject to state registration or oversight requirements depending on their activities and structure.

Regardless of exemption status, all participants remain subject to state and federal antifraud rules.

Who Can Invest and How Much?

Intrastate

Offerings conducted under Arizona’s intrastate exemption are generally limited to Arizona residents. Issuers and platforms are required to verify residency through appropriate documentation and representations.

In addition, Arizona law imposes per-investor participation limits for non-accredited investors, subject to statutory and regulatory conditions.

Regulation Crowdfunding

For offerings conducted under federal Regulation Crowdfunding, non-accredited investor participation is subject to annual investment limits based on income and net worth calculations, applied across all qualifying offerings within a 12-month period.

Issuers are responsible for monitoring compliance with these limits and maintaining appropriate records. Because these thresholds are periodically adjusted and subject to regulatory interpretation, careful legal oversight is essential.

What You Must Disclose

At the State Level

In Arizona, issuers relying on the intrastate exemption are required to submit a notice filing to the Arizona Corporation Commission. These filings generally include core offering information, such as the issuer’s identity, the nature of the securities being offered, intended use of proceeds, and key ownership and management details.

If any material information changes during the offering, issuers must timely amend their filings to remain compliant.

At the Federal Level

For offerings conducted under Regulation Crowdfunding, disclosure obligations are more extensive. Issuers must file Form C with the SEC, which typically includes:

  • Financial statements

  • Business and operational information

  • Material risk factors

  • Ownership and management structure

  • Intended use of proceeds

Issuers are also required to file annual reports using Form C-AR for as long as reporting obligations remain in effect.

Incomplete, inaccurate, or poorly prepared filings can expose issuers to regulatory enforcement actions, investor claims, and other legal liability. Experienced legal counsel plays a critical role in helping issuers meet these obligations.

What About Platforms?

Platforms that facilitate Regulation Crowdfunding offerings must register with the SEC and FINRA as broker-dealers or funding portals.

Platforms operating under Arizona’s intrastate exemption may be subject to state registration and oversight requirements depending on their activities, structure, and level of involvement in securities transactions.

Regardless of exemption status, platforms and participants remain subject to state and federal antifraud rules and recordkeeping requirements.

Real Estate-Specific Things Investors Should Know

  • Title and Escrow: Before funds are committed, investors should confirm that title issues have been properly addressed and that investor funds are being held by a qualified escrow agent or financial institution in accordance with applicable disclosures.

  • Due Diligence:  Investors should conduct thorough due diligence, which may include reviewing property appraisals, environmental assessments, financial projections, and the sponsor’s experience and track record.  If material questions arise, investors should seek legal review before proceeding or consider declining the opportunity.

Recent Arizona-based multifamily crowdfunding offerings have demonstrated how intrastate exemptions can be used to raise capital for large residential projects, including properties with more than 100 units and relatively low minimum investment thresholds for in-state investors.

These transactions typically involve extensive legal documentation, regulatory filings, and compliance oversight, underscoring the importance of experienced counsel throughout the process.

What Risks Are Involved?

  • Liquidity: Real estate crowdfunding investments are often long-term in nature. Capital may be tied up for extended periods, and there is typically no guaranteed secondary market for resale.

  • Regulatory Changes: Federal and state securities regulations continue to evolve. Changes to exemption rules, disclosure requirements, or enforcement priorities may affect existing and future offerings.

  • Fraud: Although most offerings are legitimate, fraudulent or misleading practices can occur. Both the SEC and the Arizona Corporation Commission maintain enforcement authority in this area. Investors should carefully review all offering materials and remain alert to potential warning signs.

What Smart Investors Do

  • Evaluate the sponsor’s background, experience, and track record.

  • Review offering documents carefully and strongly consider obtaining legal review.

  • Confirm that the investment aligns with overall financial objectives and risk tolerance.

  • Consult qualified legal counsel before committing funds.

For issuers launching crowdfunding offerings, early legal involvement can help avoid costly compliance issues and regulatory exposure.

How Gottlieb Law Supports Real Estate Crowdfunding

With deep experience in real estate and securities compliance, Gottlieb Law assists investors, sponsors, and platform participants throughout the crowdfunding process.

Our firm’s services include:

  • Structuring Offerings: Advising issuers on appropriate state and federal exemption strategies.

  • Regulatory Filings: Preparing and submitting required notices and disclosures to the ACC and SEC.

  • Due Diligence: Reviewing property documentation, sponsor materials, and offering structures.

  • Ongoing Compliance: Monitoring regulatory developments and disclosure obligations.

  • Enforcement and Defense: Representing clients in regulatory inquiries, investigations, and enforcement actions.

Whether raising capital or evaluating investment opportunities, having experienced Arizona real estate and securities counsel can make a meaningful difference.

Work with Knowledgeable Arizona Real Estate Attorneys Today

Protect Your Investment. Power Your Next Deal.

The attorneys at Gottlieb Law guide clients through Arizona’s crowdfunding and securities framework with practical, compliance-focused advice. From structuring offerings to preparing disclosures and defending client interests, our team is prepared to support your next transaction.

Call Gottlieb Law today at 602-899-8188 or use our Contact Us page here to schedule your initial consultation.

Gottlieb Law, PLC provides this article for information purposes only and nothing herein creates an attorney-client relationship. You should not take any actions in reliance on any of the information contained herein without consulting with qualified legal counsel first and reading this article is not a proper substitute for seeking legal advice of your specific situation.  Laws change over time and you should seek counsel to discuss any specific legal questions.

Phoenix MLS Coming Soon Rules in 2026 - Gottlieb Law
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ARMLS “Coming Soon” Rules: A Practical Guide for Phoenix Brokers, Agents and Sellers
ARMLS “Coming Soon” Rules: A Practical Guide for Phoenix Brokers, Agents and Sellers 1536 1024 Gottlieb Law

Gottlieb Law, PLC provides this article for informational purposes only. Nothing herein creates an attorney-client relationship. Do not take action based on this article without consulting qualified legal counsel. Laws change, and only a licensed attorney can provide advice tailored to your specific situation.


“Coming Soon” can be a smart way to prepare a property for the market while finalizing staging, repairs, photography, or pricing strategy. At the same time, it is one of the most heavily regulated stages of the listing process.

In the Phoenix market, Coming Soon listings are governed by rules issued by the Arizona Regional Multiple Listing Service (ARMLS) and by the National Association of Realtors Clear Cooperation Policy. In addition, advertising and disclosure rules enforced by the Arizona Department of Real Estate (ADRE) apply even during pre-market exposure.

Used correctly, the Coming Soon status can help build momentum while protecting the transaction. Used carelessly, it can trigger complaints, fines, listing delays, or disciplinary action.


The Coming Soon Rule Set in Phoenix

ARMLS allows a listing to be in Coming Soon status for a limited period. If the listing remains in that status for the full allowable period, the system automatically converts it to Active. Once a listing moves out of Coming Soon, it generally may not be placed back into that status. ARMLS also limits how frequently the Coming Soon status may be used for the same premises within a defined timeframe.

During Coming Soon status, ARMLS does not syndicate the listing to public portals or IDX feeds. The listing is visible to MLS subscribers and may be shared within client portals. As a result, sellers will not see the property on consumer-facing sites such as Zillow or Realtor.com until the listing is Active. Setting expectations early can help avoid frustration.

Showings may occur during Coming Soon at the seller’s direction, subject to brokerage policy and MLS rules. If an offer is accepted while the listing is still in Coming Soon status, the status flow still matters. The listing should be moved to Active before using UCB, CCBS, or Pending statuses so the MLS record reflects a clean and compliant progression.

ARMLS does not require photos during Coming Soon. Once the listing is Active, an exterior photo must be attached within four days for Residential and Residential Rental listings, along with compliance with ARMLS content and retention rules for the primary exterior image.

Clear Cooperation in Plain English

Under the NAR Clear Cooperation Policy, brokers must submit a publicly marketed property to the MLS within one business day of the start of public marketing. Public marketing includes yard signs, social media, brokerage websites, email blasts, multi-broker networks, and apps that are available to the public. There is no general opt-out from this requirement once public marketing occurs. In Phoenix, ARMLS has adopted and enforces the NAR Clear Cooperation Policy.

ARMLS publishes guidance and enforces penalties for Clear Cooperation violations. Public marketing without timely MLS submission may result in fines that accrue on a per-day, per-property basis. ARMLS also provides a reporting mechanism and an appeal process for cited violations. Brokers should pay close attention to timing, particularly when public marketing begins late in the week, as the one-business-day clock may extend past weekends or holidays.

Advertising Rules Still Apply During Coming Soon

Arizona’s advertising rules require clear and prominent identification of the employing broker and prohibit misleading or deceptive claims. These rules apply to social media, flyers, signs, text messages, and online posts. Designated brokers remain responsible for supervision.

If any public advertising is used for a Coming Soon listing, the Clear Cooperation clock has begun. Coordinating marketing activity with the one-business-day MLS submission requirement is critical to avoiding compliance issues.

How the Phoenix Rules Compare with Other Arizona Cities

The MLS of Southern Arizona (MLSSAZ), which serves the Tucson area, also supports a Coming Soon status with similar guardrails. Showings may occur at the seller’s direction, Days on Market begin when the listing becomes Active, and listings do not syndicate to IDX or public portals while in Coming Soon status. MLSSAZ also enforces Clear Cooperation requirements, including monetary penalties for violations.

Because local implementation details can vary by MLS, brokers should always verify the specific rules applicable to the MLS where the property is located.

Practical Risks and Opportunities in Phoenix

Manage access consistently:
 Showings may occur during Coming Soon at the seller’s direction, but uneven access can lead to cooperation disputes or complaints. Put the seller’s instructions in writing and publish clear showing parameters so expectations are consistent.

Watch the clocks:
 Track the maximum allowable time in Coming Soon status, the automatic conversion to Active once that period expires, and limits on how frequently the status may be used for the same property.

Syndication expectations:
 Many sellers expect portal exposure during Coming Soon. Explain that ARMLS does not syndicate Coming Soon listings to IDX feeds or consumer portals, and that the tradeoff is limited public visibility in exchange for MLS-subscriber exposure and preparation time.

Offer handling:
 If an offer is received while a listing is in Coming Soon status, move the listing to Active before transitioning to the appropriate under-contract status. This sequencing helps preserve data integrity and avoids questions regarding Days on Market and status compliance.

Public marketing traps:
 A yard sign, teaser social media post, or email blast beyond internal office use may qualify as public marketing and trigger the one-business-day MLS submission deadline under Clear Cooperation. Coordinate with your team so freelance marketers, assistants, or vendors do not post prematurely.

What to Expect in 2026 and Beyond

NAR continues to refine listing practice while retaining the core Clear Cooperation requirement. ARMLS regularly updates its Rules and Regulations and Penalty Policy and publishes guidance as changes roll out. Phoenix brokers should treat ARMLS updates as the operative source and align internal checklists, policies, and training accordingly.

How Gottlieb Law Helps Phoenix Brokers, Agents, and Sellers

Compliance planning before you list.
 We assist brokers, agents, and sellers with Coming Soon strategies that align with ARMLS Rule 8.25, the Clear Cooperation one-business-day submission requirement, and ADRE advertising rules. Our checklists address showings during Coming Soon, status transitions, and photo timing to help avoid preventable violations.

Advertising and social review.
 We review yard signage, social media templates, email workflows, and website content for broker identification, accuracy, and timing. We also help designated brokers implement supervision procedures that work in daily practice.

Risk audits for teams and multi-market operations.
 For teams listing in both Phoenix and Southern Arizona, we map key operational differences between ARMLS and MLSSAZ so staff follow the correct timelines and syndication rules in each MLS.

Rapid response to citations and complaints.
 If you receive an ARMLS notice, we help develop a concise response strategy, manage appeal deadlines, and work to narrow or resolve issues efficiently.

Training that sticks.
 We train agents and coordinators on the specific triggers that start the one-business-day Clear Cooperation clock and on the mechanics of moving a Coming Soon listing to Active before progressing to under-contract statuses—where most avoidable mistakes occur.

Bottom Line for Phoenix ARMLS Listings

Coming Soon can be a useful tool when a property needs preparation or when you want to build interest among MLS participants before broader exposure. That benefit only materializes if the rules are followed. If marketing becomes public, the one-business-day deadline applies. If the listing remains in Coming Soon, track the 30-day cap, the automatic conversion to Active, and the 30-of-45-day limitation. Clear showing instructions and compliant advertising that identifies the employing broker can prevent complaints, fines, and lost momentum.

If you want a pre-listing compliance check or need assistance responding to an ARMLS citation, contact Gottlieb Law. We help Phoenix brokers, teams, and sellers use Coming Soon as a strategic advantage—not a compliance risk.

Call Gottlieb Law today at 602-899-8188 or use our Contact Us page here to schedule your initial consultation.

Gottlieb Law, PLC provides this article for informational purposes only. Nothing herein creates an attorney-client relationship. Do not take action based on this article without consulting qualified legal counsel. Laws change, and only a licensed attorney can provide advice tailored to your specific situation.

Corporate Transparency Act Update 2026 - 11th Circuit Decision - BOI Reporting Implications - Gottlieb Law
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Corporate Transparency Act Update as of January 2026: 11th Circuit Decision and BOI Reporting Implications
Corporate Transparency Act Update as of January 2026: 11th Circuit Decision and BOI Reporting Implications 1280 720 Gottlieb Law

Gottlieb Law, PLC provides this article for information purposes only and nothing herein creates an attorney-client relationship. You should not take any actions in reliance on any of the information contained herein without consulting with qualified legal counsel first and reading this article is not a proper substitute for seeking legal advice of your specific situation.  Laws change over time and you should seek counsel to discuss any specific legal questions.


Why The Appeals Ruling on Corporate Transparency Act Matters Now

If you own real estate or operate your business through an LLC, you have likely seen conflicting headlines about the Corporate Transparency Act and whether beneficial ownership reporting is still required. That uncertainty matters because ownership disclosure issues often surface at the worst possible time—during a refinance, a sale, a new investment, or a bank compliance review.

In December 2025, the U.S. Court of Appeals for the Eleventh Circuit upheld the Corporate Transparency Act, confirming that Congress has the constitutional authority to require beneficial ownership reporting. Put simply, the CTA remains valid federal law, and a major constitutional challenge to it has been rejected.

Although current reporting obligations remain limited under Treasury’s March 2025 interim final rule, the ruling significantly strengthens the legal foundation for future enforcement and regulatory expansion. As a result, it is increasingly risky for businesses to assume the CTA issue is going away. Below, we break down what the court actually decided, why the reporting landscape has not fully shifted yet, what real estate owners and entity-heavy businesses should watch next, and practical issues to discuss with counsel to stay ahead of compliance surprises.

Who Should Pay Close Attention

This ruling is especially relevant for business owners and investors who:

  • Own or manage one or more LLCs

  • Hold real estate through entity structures

  • Participate in joint ventures or investment groups

  • Use trusts or multi-tier ownership arrangements

  • Are planning a refinance, sale, or succession

  • Have foreign owners or investors involved

Whether and how the CTA may apply depends heavily on an entity’s structure and ownership. Businesses in these categories should be aware of how the law is evolving and consider reviewing potential exposure with legal counsel.

Background: What the Corporate Transparency Act Does

Purpose of the CTA

The Corporate Transparency Act was recently signed into law as part of broader federal anti–money laundering reforms. Its primary goal is to reduce the use of anonymous entities for activities such as fraud, tax evasion, money laundering, and other illicit conduct.

Beneficial Ownership Reporting

The statute requires certain businesses to disclose beneficial ownership information to the Financial Crimes Enforcement Network (FinCEN). Beneficial owners generally include individuals who either own a specified percentage of an entity or exercise substantial control over it, not merely those listed in public filings.

Beneficial ownership reporting is designed as a nonpublic compliance mechanism. Beneficial ownership information is not publicly searchable and is subject to statutory access and confidentiality restrictions.

How the Case Reached the 11th Circuit

The 2024 District Court Decision

In 2024, a federal district court in Alabama ruled that the CTA exceeded Congress’s constitutional authority, concluding that the statute improperly regulated the non-commercial act of entity formation. The decision created uncertainty regarding the law’s enforceability at a national level.

The Federal Appeal

The federal government appealed that decision, and in December 2025, the Eleventh Circuit reversed the lower court’s ruling and concluded that the statute is constitutionally sound.

The 11th Circuit December 2025 Ruling on Corporate Transparency Act

National Small Business United v. U.S. Department of the Treasury, No. 24-10736

The court held that the Corporate Transparency Act is a valid exercise of congressional power under the Commerce Clause and rejected the primary constitutional challenges raised by business groups.

What the 11th Circuit Actually Decided

Congress Has Authority Under the Commerce Clause

The court rejected the argument that the CTA merely regulates entity formation, which critics characterized as non-economic activity.

Instead, the court determined that the statute regulates economic conduct with a substantial effect on interstate commerce. In practical terms, this means Congress may require ownership disclosure for business entities without exceeding its constitutional authority.

Privacy and Fourth Amendment Challenges Were Rejected

Opponents argued that beneficial ownership reporting amounted to an unreasonable search. The court disagreed, relying on long-standing precedent approving uniform and limited reporting requirements that include statutory confidentiality safeguards.

Other Constitutional Arguments Were Not Addressed

Because Commerce Clause authority was sufficient to uphold the statute, the court did not reach alternative arguments regarding other constitutional powers, such as Congress’s taxing authority or foreign affairs powers.

What the Ruling Did Not Do

The decision did not expand reporting obligations, set new compliance deadlines, or override existing Treasury or FinCEN rules governing the scope of beneficial ownership reporting.

Why Reporting Requirements Have Not Expanded Yet

FinCEN’s Interim Final Rule

Following earlier litigation, the Treasury Department—through FinCEN—issued an interim final rule in March 2025 that significantly narrowed the scope of current reporting obligations.

Current Reporting Landscape

Under the existing regulatory framework:

  • Most domestic U.S. entities are exempt from beneficial ownership reporting under the interim final rule

  • Foreign entities registered to do business in the United States generally remain subject to reporting

This narrowed scope reflects administrative and policy choices made through rulemaking, rather than any limitation imposed by the Eleventh Circuit’s constitutional ruling. The court made clear that the CTA itself remains valid federal law.

 

Why This Matters for Real Estate Owners and Investors

Common Entity Structures in Real Estate

LLCs and corporations are widely used to hold real estate, manage investments, and limit liability. If reporting requirements expand through future regulatory action, real estate entities may be required to disclose individuals behind the structure, including partners, managers, trust beneficiaries, or other persons exercising ownership or substantial control.

Potential concerns include privacy, compliance costs, and penalties for inaccurate or late reporting.

Transaction and Financing Considerations

Lenders, title insurers, and counterparties may increasingly request confirmation of CTA compliance—or confirmation of exemption under current rules—as part of due diligence. Buyers acquiring entities may also inherit future reporting obligations tied to the entity’s structure.

Foreign Ownership Issues

Foreign entities registered to do business in the United States already face greater reporting exposure under current rules. Transactions involving foreign investors or foreign-formed entities often require additional planning to address beneficial ownership compliance risks.

Federal and State Transparency Trends

Federal beneficial ownership reporting is only one part of a broader transparency trend. Some states have adopted or proposed their own disclosure regimes, and businesses should recognize the potential for overlapping federal and state compliance requirements.

These issues also intersect with recent Arizona-specific compliance changes. For additional context, see our article on Arizona LLC Filing Changes for 2026: What Owners Need to Know.


Key Areas to Watch

Several developments remain possible:

  • Further litigation, including potential Supreme Court review

  • Regulatory changes expanding BOI reporting obligations to domestic U.S. entities

  • Congressional refinements addressing business, administrative, and privacy concerns

The legal foundation for future enforcement and regulatory expansion is now significantly stronger than it was prior to the Eleventh Circuit’s ruling.

Frequently Asked Questions on the Corporate Transparency Act

Is the Corporate Transparency Act currently enforceable?
 Yes. The Corporate Transparency Act has been upheld as constitutional and remains valid federal law. However, current beneficial ownership reporting obligations are limited under Treasury’s March 2025 interim final rule, which narrows which entities must file reports at this time.

Do Arizona LLCs need to file beneficial ownership reports now?
 Most domestic Arizona LLCs are currently exempt from beneficial ownership reporting under the existing interim final rule. That exemption reflects an administrative and policy choice, not a permanent statutory change, and reporting requirements could expand through future regulatory action.

Does the CTA affect real estate holding companies?
 Potentially, yes. Real estate holding companies frequently use LLCs and layered ownership structures that fall within the types of entities Congress sought to regulate through the CTA. If reporting obligations expand, real estate entities would likely be among those impacted.

What happens if reporting requirements expand in the future?
 Willful violations of the CTA may expose entities and individuals to civil penalties and, in some cases, criminal liability. For that reason, businesses may wish to monitor developments closely and discuss potential obligations with legal counsel before reporting requirements change.

Key Takeaways for Arizona Business Owners

  • The Corporate Transparency Act has been upheld and remains valid, enforceable federal law

  • Current reporting obligations are limited by regulation, but the legal foundation for future enforcement is now firmly in place

  • Businesses that rely heavily on LLCs or complex ownership structures should not assume the issue is settled

  • Beneficial ownership compliance is increasingly part of routine business risk management rather than a remote regulatory concern

Staying Informed on FinCEN Beneficial Ownership Reporting

Business owners, managing partners, and operators may wish to consider the following general steps as the regulatory landscape continues to evolve:

  • Periodically reviewing entity structures with legal and tax advisors

  • Identifying individuals who may qualify as beneficial owners or persons exercising substantial control

  • Maintaining organized ownership and governance documentation

  • Tracking FinCEN announcements and changes in federal beneficial ownership requirements

Businesses with specific questions or concerns should consult qualified legal counsel to evaluate how the Corporate Transparency Act and related regulations may apply to their particular circumstances.

Call Gottlieb Law today at 602-899-8188 or use our Contact Us page here to schedule your initial consultation.

Gottlieb Law, PLC provides this article for information purposes only and nothing herein creates an attorney-client relationship. You should not take any actions in reliance on any of the information contained herein without consulting with qualified legal counsel first and reading this article is not a proper substitute for seeking legal advice of your specific situation.  Laws change over time and you should seek counsel to discuss any specific legal questions.

 

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