Small Businesses Push Back Against the Corporate Transparency Act


Bench Accounting


Reviewed by


May 10, 2024

This article is Tax Professional approved


The Corporate Transparency Act (CTA), a federal law passed in 2021, is facing major legal challenges from small business groups across the country. The CTA requires certain companies to report their beneficial owners to the Financial Crimes Enforcement Network (FinCEN). While aimed at cracking down on money laundering and illicit finance, small businesses argue the law places an undue burden on them.

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Two Lawsuits Allege the CTA is Unconstitutional

In Alabama, a federal judge ruled the CTA unconstitutional, stating it exceeds Congress's constitutional authority. The government has appealed this ruling.

A second lawsuit was filed in Michigan by the Small Business Association of Michigan (SBAM) and others seeking to block enforcement of the CTA.

How to Comply With The Corporate Transparency Act

They argue the reporting requirements treat law-abiding business owners like "criminals" by collecting personal data without any suspicion of wrongdoing, violating the Fourth Amendment.

Compliance costs could reach $21.7 billion

A key argument from plaintiffs is that the CTA imposes significant compliance costs, disproportionately impacting small businesses. FinCEN estimates the 2024 compliance costs could reach $21.7 billion, largely borne by smaller companies.

The CTA requires reporting companies (corporations, LLCs, etc.) to disclose beneficial ownership information like names, birthdates, and copies of IDs/passports. Plaintiffs argue this goes far beyond what states require for business filings.

"It's entirely possible millions will unintentionally violate this vague law and face severe consequences endangering their livelihood," said SBAM President Brian Calley.

Overreach or necessary for transparency?

Proponents argue the CTA eliminates critical vulnerabilities that enable money laundering and illicit finance through opaque company structures.

But critics claim it's an unconstitutional overreach treating innocent business owners as suspects. With potential criminal penalties for non-compliance, the lawsuits aim to get the CTA struck down or revised.

As the legal battles continue, small businesses must weigh the costs of CTA compliance against risking violations of a law critics argue overreaches and imposes excessive burdens.

This post is to be used for informational purposes only and does not constitute legal, business, or tax advice. Each person should consult his or her own attorney, business advisor, or tax advisor with respect to matters referenced in this post. Bench assumes no liability for actions taken in reliance upon the information contained herein.
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