Why Small Business Owners Must Pay Attention to the Corporate Transparency Act
Amid a sea of legislation that continuously shapes the landscape of American business, one recent enactment stands as a beacon of significant change—and challenge—for small business owners nationwide. The Corporate Transparency Act (CTA), passed under the Fiscal Year 2021 National Defense Authorization Act, aims to add a layer of transparency to business operations to curb malfeasance. However, this sea change comes with a tide of new responsibilities and potentially severe repercussions for the unprepared small business owner.
The CTA introduces a mandate requiring individuals with “substantial control” over companies, or those holding an equity position of 25% or greater, to report detailed personal information to the Treasury Department’s Financial Crimes Enforcement Network (FinCEN). This includes your name, date of birth, address, and a scan of a government-issued photo ID. It’s an effort targeted at dismantling the opaque shell companies used in financial crimes, but at what cost to the average entrepreneur?
The Burden on Main Street America
The heart and soul of American commerce, from the family-owned diner to the startup tech firm, finds itself caught in the crosshairs of what can only be described as a policy paradox. While the intent of combating illegal activity is commendable, the method imposes an expansive compliance challenge on more than 32 million entities—many of which operate far from the specters of grand-scale financial crime.
Affected businesses not only need to submit their information by January 1, 2025, for existing entities but also must stay vigilant about updating any changes within a narrow 30-day window. There are 23 types of entities that are exempt from the reporting requirements. You can check if your company qualifies here. Businesses that employ more than 20 people, have filed a previous year tax return showing gross receipts in excess of $5 million and who have an operating presence with a physical office in the United Sates are also exempt. The penalty for oversight? Up to two years of jail time and civil fines reaching $10,000 per violation. Such stark penalties underscore the imperativeness of compliance, placing an undue strain on the entrepreneurs who drive American innovation and economic growth.
Challenges to the CTA
In response to these concerns, efforts are underway to counteract the CTA’s overreach through legislation such as the proposed Repealing Big Brother Overreach Act. This bill seeks to dismantle the CTA, offering relief to millions of small business owners ensnared in a net ostensibly cast for a different prey. However, it is unlikely that progress will be made on this bill with a divided congress during an election year. Also, a recent U.S. District Court decision brought by the National Small Businesses Association on behalf of its 40,000 members has ruled that the CTA is unconstitutional and has stayed its enforcement pending appeal. This Federal Court ruling only applies to the members of this NSBA as of March 1, 2024 and is likely to be appealed by the US Treasury Department.
Despite these efforts, as long as the CTA remains law, compliance is not optional. Small business owners and entrepreneurs must take proactive steps to understand their obligations under the CTA to safeguard against inadvertent violations. This includes seeking guidance from knowledgeable legal and accounting professionals who can help traverse the intricate requirements set forth by the act.
Staying Informed and Prepared
The Corporate Transparency Act serves as a potent reminder of the dynamic regulatory environment in which modern businesses operate. For small business owners, staying informed and prepared is no longer a luxury—it is an imperative for survival. While advocacy for more equitable legislation continues, the immediate focus must be on ensuring compliance and protecting small businesses that represent the true spirit of American entrepreneurship.
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