11/30/2023
Please contact your Senators and Representatives as soon as possible and ask that the Corporate Transparency Act (CTA) delayed and then revoked.
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In 2021 a bipartisan vote of both houses of Congress passed the Corporate Transparency Act (CTA) as an attempt to identify the owners of entities that could potentially be involved in money laundering and other illegal activities. FinCen or the Financial Crimes Enforcement Network was assigned by Congress to implement and enforce the Act. The reporting requirements of CTA go into effect in less than six weeks and FinCen has yet to issue reporting forms, clear guidance on hundreds of questions, forms necessary to protect the identities of owners (Unique Identifier), assure users that the projected tens of millions of new submissions will not crash the website or frankly even consider the real-world aspects of CTA to millions of small business owners.
According to the SBA small businesses provide nearly two thirds of all new jobs in the United States, employ nearly 50% of all non-governmental employees, and 40% of non-governmental payroll in America. Yet, this very group has their very existence threatened by a new law with no provision for extended filing dates, a $500 daily non-filing penalty, a potential two-year felony prison term for non-filing and a total lack of awareness of the requirement to file this new form on the part of business owners, attorneys, accountants, and other business professionals.
With over 18 years experience working with small businesses, here are just a few of the potential problems neither FinCen nor Congress addressed in CTA:
• The single mom that set up her own LLC on a state website, does her own tax return and has no attorney because she is trying to pay for rent and food for her kids. She is not aware of CTA, cannot afford to hire an expert, wants to build a business, but unbeknownst to her is accruing a $500 daily non-filing penalty and potential prison time for not filing a form she never heard of and cannot figure out how to file since it must be filed electronically directly to FinCen. Multiply this example by ten million similar small businesses.
• The small business owner that somehow figures out, with their attorney or accountant, how to E-file the not yet released form, attaches a picture ID driver’s license as required and then 30 days later gets a new driver’s license to replace the old one. According to the image provided in FinCen’s own small business compliance guide they need to file a new report within 30 days for “any information that has changed”. Of course, they don’t think of this on a new driver’s license, don’t file the form and face a $500 daily fine and two years in prison. Multiply these times one hundred million business owners that are being forced to file multiple forms for multiple small businesses they own.
• The individual that owns 15 rental properties, each legally titled in a separate single member LLC. They are forced to file 15 separate forms, and heaven forbid that they move and must file 15 more change forms within 30 days (as mandated) or face the same penalties and prison time.
• The small business that is owned exclusively by one person, but which allows two of the more experienced employees out of six total employees to sign receipts and contracts. The owner must request filing information from these employees and include them in the CTA form or face fines and prison time. In a time where labor is impossible to get and keep, these employees will likely quit and destroy that small business.
• The small business that is just above the exemption threshold of 20 full time employees that has one employee quit. The CTA exempts businesses with 20 employees from filing, but blatantly and directly threatens the very small business that does not apparently count employees every day or minute and must now file a form. FinCen has provided no guidance on when to file this form, but the business owner still faces a $500 daily penalty and Federal prison time. A similar situation exists if the business’s revenues dip just below the $5,000,000 reporting exemption. Do they file the day a customer leaves or the end of the month or the next year? Do they need to file the day that average sales drop below a necessary threshold? Who knows-we are six weeks from this law becoming effective and there is no FinCen guidance, yet the small business owner again faces daily fines and prison time.
In over 18 years of small business advising, we have never encountered such a singular anti-small business law that was so poorly envisioned by Congress, so poorly implemented by government agencies and so directly devastating to the very existence of small business and indirectly to the United States economy as a whole.
In summary: CTA must be delayed and then revoked.