Rounds, McHenry Lead 77 Colleagues in Requesting Delay for Unclear Reporting Requirements for Small Businesses

WASHINGTON – U.S. Senator Mike Rounds (R-S.D.), a senior member of the Senate Committee on Banking, Housing, and Urban Affairs, and House Financial Services Committee Chairman Patrick McHenry (R-N.C.) partnered with Senator Rick Scott (R-Fla.) and Representative Warren Davidson (R-Ohio) to lead 77 of their colleagues in sending a bicameral letter to Treasury Secretary Janet Yellen and Financial Crimes Enforcement Network (FinCEN) Director Andrea Gacki asking the department to delay implementation of the beneficial ownership reporting requirements for small businesses.

The reporting requirements put into place by the Corporate Transparency Act (CTA) are set to begin January 1, 2024. The letter requests that FinCEN delay the January 1, 2024, effective date for requirements by a minimum of one year which will give FinCEN adequate time to finalize all outstanding rulemakings. The additional time will enable regulators to finish the necessary regulatory framework and give both FinCEN and the 33.2 million small business owners across the country additional time to prepare for this new reporting regime.

“On behalf of the millions of small businesses in our states, we write to you today with significant concerns regarding the implementation of the beneficial ownership reporting requirements under the Corporate Transparency Act (CTA),” wrote the members. “The CTA requires most corporations, limited liability companies, and other entities created in or registered to do business in the United States to regularly report information about their beneficial owners—the persons who ultimately own or control the company, to the Financial Crimes Enforcement Network (FinCEN) beginning on January 1, 2024.”

“Unfortunately, FinCEN is woefully behind in educating small business owners and stakeholders of their new obligations under the CTA that begin in just a few short weeks,” the members continued. “In fact, a National Federation of Independent Business (NFIB) survey found that 90 percent of respondents were entirely unfamiliar with these reporting requirements. Even more concerning is that the CTA has civil and criminal penalties of up to $10,000 and two years of jail time for failure to comply.”

Other signers included Senators Mike Crapo (R-Idaho), Thom Tillis (R-N.C.), John Kennedy (R-La.), Bill Hagerty (R-Tenn.), Cynthia Lummis (R-Wyo.), JD Vance (R-Ohio), Katie Boyd Britt (R-Ala.), Kevin Cramer (R-N.D.), Steve Daines (R-Mont.), John Thune (R-S.D.), John Barrasso (R-Wyo.), Joni Ernst (R-Iowa), Shelley Moore Capito (R-W.Va.), Jim Risch (R-Idaho), Ted Cruz (R-Texas), Jerry Moran (R-Kan.), Ron Johnson (R-Wis.), Mike Lee (R-Utah), Deb Fischer (R-Neb.), James Lankford (R-Okla.), Dan Sullivan (R-Alaska), Cindy Hyde-Smith (R-Miss.), Mike Braun (R-Ind.), Roger Marshall (R-Kan.), Ted Budd (R-N.C.) and Pete Ricketts (R-Neb.).

The letter was also signed by Representatives Frank Lucas (R-Okla.), Pete Sessions (R-Texas), Bill Posey (R-Fla.), Blaine Luetkemeyer (R-Mo.), Bill Huizenga (R-Mich.), Ann Wagner (R-Mo.), Andy Barr (R-Ky.), Roger Williams (R-Texas), French Hill (R-Ark.), Tom Emmer (R-Minn.), Barry Loudermilk (R-Ga.), Alexander Mooney (R-W.Va.), John Rose (R-Tenn.), Bryan Steil (R-Wisc.), William Timmons (R-S.C.), Ralph Norman (R-S.C.), Dan Meuser (R-Pa.), Scott Fitzgerald (R-Wis.), Andrew Garbarino (R-N.Y.), Young Kim (R-Calif.), Byron Donalds (R-Fla.), Mike Flood (R-Neb.), Michael Lawler (R-N.Y.), Zach Nunn (R-Iowa), Monica De La Cruz (R-Texas), Erin Houchin (R-Ind.), Andy Ogles (R-Tenn.), Randy Weber (R-Texas), Tracey Mann, R-Kan.), Brian Fitzpatrick (R-Pa.), Glenn Grothman (R-Wis.), Jake La Turner (R-Kan.), Chuck Edwards (R-N.C.), Brad Finstad (R-Minn.), Russell Fry (R-S.C.), John Moolenaar (R-Mich.), Chip Roy (R-Texas), Kelly Armstrong (R-N.D.), Sam Graves (R-Mo.), Ben Cline (R-Va.), Clay Higgins (R-La.), Rudy Yakym (R-Ind.), Diana Harshbarger (R-Tenn.), Virginia Foxx (R-N.C.), Bruce Westerman (R-Ark.), Maria Elvira Salazar (R-Fla.), Earl “Buddy” Carter (R-Ga.), Juan Ciscomani (R-Ariz.), Michael Guest (R-Miss.), Tom Tiffany (R-Wis.) and Brett Guthrie (R-Ky.).

Read the full letter HERE or below.

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Dear Secretary Yellen and Director Gacki:

On behalf of the millions of small businesses in our states, we write to you today with significant concerns regarding the implementation of the beneficial ownership reporting requirements under the Corporate Transparency Act (CTA). The CTA requires most corporations, limited liability companies, and other entities created in or registered to do business in the United States to regularly report information about their beneficial owners—the persons who ultimately own or control the company, to the Financial Crimes Enforcement Network (FinCEN) beginning on January 1, 2024.

While the goal of this new law is to target shell companies involved in illicit financial transactions, the CTA defines covered entities as those having 20 or fewer employees and under $5 million in revenue. In other words, not just shell companies, but nearly every small business in America.

Effective January 1st, small businesses will be required to provide the personal information of their beneficial owners – owners, board members, senior management, legal representation – and continue to monitor and report this information to FinCEN to ensure that it is current and up-to-date or they will face civil and criminal penalties. According to FinCEN estimates, more than 32 million separate reports are expected to be filed in 2024, with an additional five to six million filings each year thereafter.

Unfortunately, FinCEN is woefully behind in educating small business owners and stakeholders of their new obligations under the CTA that begin in just a few short weeks. In fact, a National Federation of Independent Business (NFIB) survey found that 90 percent of respondents were entirely unfamiliar with these reporting requirements. Even more concerning is that the CTA has civil and criminal penalties of up to $10,000 and two years of jail time for failure to comply.

This lack of awareness and education is alarming and must be addressed before the law is implemented. Dozens of organizations, representing millions of small businesses operating in every state and community across the country, have already publicly expressed their strong support for delaying implementation of the beneficial ownership information (BOI) reporting requirements by one year.

Further, FinCEN has yet to finalize the two final BOI rulemakings that are critical to protecting small businesses’ personal information. These include the “Access Rule,” and the “Customer Due Diligence Rule”. As you know, the Access Rule specifies the parameters around which the database can be accessed, the purposes for which the information can be used, and how the highly sensitive information will be protected. The Customer Due Diligence Rule is critical to make sure BOI would not result in a duplicative reporting regime for small businesses.

Therefore, we strongly request that FinCEN delay the January 1, 2024, effective date for all BOI requirements by a minimum of one year which will give FinCEN adequate time to finalize all outstanding rulemakings. Additionally, we believe a year’s delay will provide FinCEN and the business community with more time to educate small business owners of their new reporting obligations.

Thank you for your prompt attention to this important matter.

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