Coalition Letter to Delay Corporate Transparency Act's Filing Deadline

The Honorable Mike Johnson

Speaker, U.S. House of Representatives

H-232, The Capitol

Dear Speaker Johnson,

The undersigned organizations, representing millions of small businesses, write in strong support of H.R. 9278, legislation which would delay the Corporate Transparency Act’s (CTA) year-end compliance deadline. This bill provides a commonsense, bipartisan solution to an impending regulatory disaster which, left unaddressed, will threaten countless small business owners and employees with steep fines and even jail time.

The CTA mandates that companies disclose and regularly update detailed beneficial ownership information to the Financial Crimes Enforcement Network (FinCEN). It subjects covered entities and their “beneficial owners” to vague and complex reporting requirements while putting their sensitive personal information at risk. Failure to comply can result in fines of over $590 per day, as well as felony charges and up to two years imprisonment.

The CTA is unique in that it explicitly targets the very companies least equipped to shoulder its regulatory burdens. Among its various exemptions, the statute includes a carve out for entities whose revenue exceeds $5 million and which employ more than 20 full-time employees. Companies not meeting those thresholds – essentially every small business currently operating in America today – must comply. FinCEN estimates that more than 32 million such entities will be affected by the new law just this year, with an additional 6 million each subsequent year as new businesses are formed.

Although filing under the CTA began at the start of this year, FinCEN reports it has received just 10 percent of required submissions. This compliance rate can be attributed directly to the general lack of awareness among the small business community when it comes to the new rules. Given this massive education gap, it is clear additional time is needed for regulators and other stakeholders to continue their outreach to affected small businesses.

Recent activity in the courts have only added to the confusion. Earlier this year, the District Court for the Northern District of Alabama found the CTA exceeded the Constitution’s enumerated powers and is unconstitutional. That case was appealed and will be heard by an appellate court next month. In the meantime, however, FinCEN continues to enforce the CTA against small businesses not named in the lawsuit. This effectively creates two classes of small businesses – the roughly 60,000 who are exempt and the tens of millions who must still comply.

A delay of the year-end filing deadline is also in line with Congressional intent. In enacting the CTA, lawmakers explicitly called for a reporting deadline of “not later than 2 years after the effective date of the regulations” for existing entities. This timeframe was designed to give affected entities sufficient time to learn of, understand and comply with the new reporting regime, while minimizing the burdens on reporting companies. Acting unilaterally, FinCEN instead promulgated a one-year deadline, an unrealistically short window with which to educate America’s small business community.

The one-year delay proposed by Congressman Zach Nunn addresses these challenges, has bipartisan support, and is in keeping with legislation (H.R. 5119) which passed the House in a near-unanimous vote just last year. We therefore urge you to bring H.R. 9278 to the House floor for a vote and are eager to work with you to see this critical measure enacted.

Sincerely,

Agricultural Retailers Association

AICC, The Independent Packaging Association

Air Conditioning Contractors of America

American Building Materials Alliance

American Council of Engineering Companies

American Council of Independent Laboratories

American Dental Association

American Farm Bureau Federation

American Financial Services Association

American Foundry Society

American Hotel & Lodging Association

American Lighting Association

American Pipeline Contractors Association

American Rental Association

American Subcontractors Association

American Supply Association

American Veterinary Medical Association

AmericanHort

America's SBDC

Associated Builders and Contractors

Associated Equipment Distributors

Associated General Contractors of America

Brick Industry Association

Ceramic Tile Distributors Association

Coalition of Franchisee Associations

Colorado Cattlemen's Association

Community Associations Institute

Community Associations Institute

Construction Industry Round Table

Design-Build Institute of America

Distribution Contractors Association

Education Market Association

Energy Marketers of America

Family Business Coalition

FCA International

Finseca

Foodservice Equipment Distributors Association

Forest Resources Association

Franchise Business Services

GAWDA

Global Cold Chain Alliance

Hardwood Federation

Hearth, Patio & Barbecue Association

Heating, Air-conditioning, & Refrigeration Distributors International

ICSC

Independent Bakers Association

Independent Electrical Contractors

Indiana Beef Cattle Association

Industrial Fasteners Institute

International Franchise Association

International Housewares Association

International Sign Association

Irrigation Association

ISSA, The Worldwide Cleaning Industry Association

Kansas Livestock Association

Leading Builders of America

Main Street Employers Coalition

Manufactured Housing Institute

Manufacturer & Business Association

Marine Retailers Association of the Americas

Metals Service Center Institute

Michigan Farm Bureau

Nareit

National Apartment Association

National Association of Convenience Stores

National Association of Electrical Distributors

National Association of Home Builders

National Association of Insurance and Financial Advisors (NAIFA)

National Association of Sporting Goods Wholesalers

National Association of Wholesaler-Distributors

National Automatic Merchandising Association

National Beer Wholesalers Association

National Cattlemen’s Beef Association

National Community Pharmacists Association

National Cotton Council

National Council of Agricultural Employers

National Electrical Contractors Association (NECA)

National Electrical Manufacturers Representatives Association (NEMRA)

National Fastener Distributors Association

National Federation of Independent Business

National Franchisee Association

National Funeral Directors Association

National Grange

National Lumber & Building Material Dealers Association

National Marine Distributors Association

National Multifamily Housing Council

National Onion Association

National Propane Gas Association

National Ready Mixed Concrete Association

National Restaurant Association

National Roofing Contractors Association

National RV Dealers Association (RVDA)

National Small Business Association

National Tooling and Machining Association

National Utility Contractors Association

National Wooden Pallet & Container Association

New Mexico Farm & Livestock Bureau

North American Association of Food Equipment Manufacturers (NAFEM)

North American Equipment Dealers Association

NYS Agribusiness Association

Ohio Farm Bureau Federation

Oregon Cattlemen’s Association

Outdoor Power Equipment and Engine Service Association

PEI- Petroleum Equipment Institute

Pellet Fuels Institute

Pennsylvania Farm Bureau

Pennsylvania Utility Contractors Association

Performance Racing Industry (PRI)

Plastics Pipe Institute

Plumbing-Heating-Cooling Contractors--National Association

Power & Communication Contractors Association

Precision Machined Products Association

Precision Metalforming Association

PRINTING United Alliance

Private Investor Coalition

Professional Beauty Association

Refrigerated Foods Association

Retail Bakers of America

Rocky Mountain Agribusiness Association

S Corporation Association

Service Station Dealers of America and Allied Trades

Small Business & Entrepreneurship Council

Small Business Legislative Council (SBLC)

Society of Collision Repair Specialists (SCRS)

South Dakota Trust Association

Southeastern Lumber Manufacturers Association

Specialty Equipment Market Association (SEMA)

Subchapter S Bank Association

Texas Farm Bureau

Textile Care Allied Trades Association

The Association for Hose and Accessories Distribution

The Fertilizer Institute

The Ohio Council of Retail Merchants

The Real Estate Roundtable

The Transportation Alliance

The Wholesale Florist and Florist Supplier Association

Tile Roofing Industry Alliance

Tire Industry Association

Truck Renting and Leasing Association

U.S. Chamber of Commerce

US Rice Producers Association

USA Rice

Virginia Cattlemen’s Association

Virginia Farm Bureau

WASDA - Water and Sewer Distributors of America

Wholesale Florist & Floral Supplier Association

Wood Industry Association

Workplace Solutions Association

Wyoming Farm Bureau Federation

Wyoming Stock Growers Association