SHELL GAME: HOW THE CORPORATE TRANSPARENCY ACT AIMS TO END THE ILLICIT USE OF SHELL COMPANIES, WHERE IT FAILS, AND WHAT TO DO ABOUT IT.

Shell companies are simple creatures: they exist on paper, have no physical place of business, and allow for a litany of fraud. Often used for legal purposes, shell companies have increasingly been used to facilitate crime, hide ownership, and threaten U.S. national security. The Corporate Transparency Act (CTA) is a notable step toward illuminating obfuscated corporate ownership, but various loopholes allow creative bad actors to circumvent its requirements. While the Act will likely deter such bad actors, resourceful nation-states have the means to defeat its protections. Nevertheless, the CTA will likely resolve many of the issues involving contractors using shell companies to conceal relationships with subcontractors, circumvent origin eligibility rules, and disguise other conflicts of interest. Here, defrauding the U.S. government will be more difficult. However, foreign adversaries interested in exploiting the U.S. defense supply chain may engage in complex ownership arrangements that do not trigger reporting under the CTA. This Article prescribes several solutions to mitigate these loopholes, including (1) amending the definition of “beneficial owner” under the CTA; (2) providing additional funds to States and Indian Tribes to require reporting to FinCEN as a requirement of company registration; and (3) increasing the severity of penalties associated with the CTA. [ABSTRACT FROM AUTHOR]