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Congress considers how to fix the Corporate Transparency Act

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The Corporate Transparency Act passed both Houses of Congress with bipartisan support in 2021 and went into effect on Jan. 1, 2024. Since then, it has been declared unconstitutional by one court and is the subject of lawsuits in at least three other courts. 

While it did not garner much awareness at the beginning, the American Institute of CPAs, the National Association of Enrolled Agents, and a number of preparer organizations have been speaking out against its filing requirements and the effect they have on small businesses and those who assist them. 

And at a congressional hearing held Tuesday to kick off Small Business Week, Roger Harris, president of Padgett Business Services, predicted massive noncompliance with the act’s beneficial ownership information filing requirements if the rules remain as they currently are.

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The CTA requires “reporting companies” — defined as corporations, limited liability companies, or other similar entities registered to do business in the U.S. — to file a beneficial ownership information report with the Treasury’s Financial Crimes Enforcement Network. Beginning Jan. 1, 2024, reporting companies created or registered to do business in the United States before Jan. 1, 2024, must file by Jan. 1, 2025. Reporting companies created or registered to do business in the United States in 2024 have 90 calendar days to file after receiving actual or public notice that their company’s creation or registration is effective. 

The 23 exemptions from the filing requirement include tax-exempt entities, credit unions, and public utilities, with the major exemption for large operating companies. A large operating company is one which employs more than 20 full-time employees in the U.S.; filed a federal income tax return showing more than $5 million in in gross receipts or sales, including receipts or sales of other entities owned by the entity and through which the entity operates; and has an operating presence at a physical location in the U.S. 

FinCEN estimates there will be approximately 32 million reporting companies in the first year of the reporting requirement and approximately 5 million new reporting companies each year thereafter. 

While individually they are small, collectively they represent a major portion of the American economy, according to Harris, who estimated that the 61.6 million small business employees in the U.S. comprise nearly 46% of employees nationwide. 

“These are the businesses and entities that will primarily be impacted by the BOI reporting requirement,” he said — and the majority of these small businesses do not have the internal capacity to track and follow the many regulations and compliance requirements that fall on their businesses. 

“Small-business owners who get into the business to do the one thing they love are also required to do 99 other things they hate,” he remarked in testimony before the House Committee on Small Business on Tuesday. And while most legislation has small-business exceptions, the CTA specifically targets small businesses.

Harris pointed out that the act’s requirements do not reflect the reality of businesses’ relationship with their tax professionals and other third-party service providers. They will likely have annual or slightly more often communication with them, but will not interact with them on a weekly or monthly basis. 

“If a beneficial owner’s driver’s license is renewed, has a name change, or a change in residential address, the requirement to notify FinCEN within 30 days will not be top of mind and would lead to rampant noncompliance,” Harris warned. “Furthermore, third-party service providers are not privy to those changes or made aware of them on a regular basis.”

“While FinCEN argued in its final rule that the reporting company is ultimately responsible for the filing and third parties will be certifying on their behalf, the reality is that the third party may also be subject to the penalties and additional protection is needed to encourage third parties to help,” he said.

Harris suggested that FinCEN work more closely with the Internal Revenue Service to better understand how to educate the tax professional industry, as well as to provide joint guidance and examples, as is common with more complicated tax rules that help empower tax pros to be part of the solution. 

Among the examples of where more clarity is needed, Harris cited substantial control of family members, business closers, and changes in number of employees that cause a business to move in and out of the BOI requirements. 

“I was encouraged by members on both sides of the aisle,” Harris said after the hearing. “They recognized that something has to change, and hopefully it will lead to a better bill to make it work for everybody. As I left, someone handed me a text of a bill introduced this morning to repeal the CTA. It’s uncertain how far it will go, but it’s an indication that the attitude toward the CTA is changing.”

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SEC’s Semiannual Reporting Proposal Faces Investor Pushback: What CFOs Need to Know

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U.S. Securities and Exchange Commission (SEC)

A proposal from the U.S. Securities and Exchange Commission to potentially shift some public companies away from quarterly financial reporting toward a semiannual model is drawing significant pushback from investors, even as it continues moving through the regulatory process. The debate has direct implications for corporate finance teams, auditors, and the broader transparency of U.S. capital markets.

What the SEC Proposed

According to a summary published by accounting advisory firm Cohen & Co., the SEC issued a proposed rule on May 19, 2026, aimed at simplifying financial reporting requirements for many U.S. public companies. The proposal would potentially reduce the frequency of certain mandatory disclosures from quarterly to semiannual, a structural change that has not been made to core U.S. reporting requirements in decades.

The proposal follows an extended debate within U.S. policy circles, with proponents arguing that reduced reporting frequency could lower compliance costs and free up management time for longer-term strategic planning rather than quarter-to-quarter results management.

Why Investors Are Pushing Back

Comment letters submitted in response to the proposal have been extensive, and according to Cohen & Co.’s review of the public record, investors “appear to be largely opposed” to the shift, viewing frequent interim reporting as a core benefit of U.S. capital markets relative to other jurisdictions.

Accounting and law firms have taken a more measured position, generally urging any changes to remain aligned with the Financial Accounting Standards Board (FASB), whose existing disclosure requirements and guidance are built around a quarterly reporting cadence. A shift to semiannual reporting without corresponding changes to FASB guidance could create friction between SEC filing requirements and GAAP-based disclosure expectations.

Lessons From the U.K. Experience

The debate is not without precedent. The United Kingdom moved away from mandatory quarterly reporting for listed companies in 2014, returning to a semiannual disclosure requirement. According to Cohen & Co.’s analysis, that experience offers a cautionary data point: there was no measurable increase in capital expenditure or R&D investment following the change, while analyst coverage of affected companies declined as reliable interim information became less available — a particular risk for smaller and newly public companies that rely on analyst coverage to maintain investor visibility.

Practical Implications for Finance Teams

Beyond the debate over disclosure philosophy, the proposal carries practical complications. Many companies have debt covenants and credit agreements structured around quarterly financial delivery; a shift to semiannual reporting could require renegotiating those terms. Reduced reporting frequency would also extend the “window of market silence” between disclosures, a factor that governance and investor-relations teams would need to manage carefully to avoid information asymmetry.

Separately, and unrelated to the reporting-frequency debate, the SEC and FASB have continued finalizing more routine updates this year. New Accounting Standards Updates are taking effect for December 31, 2026, fiscal year-ends covering income tax disclosures, credit loss measurement, induced debt conversions, and stock compensation, according to Eide Bailly’s review of 2026 ASU activity. Additional guidance on paid-in-kind dividends and environmental credits is also on the near-term horizon.

What to Watch Next

The semiannual reporting proposal remains in the comment and review phase, and no final rule has been adopted as of this writing. Finance leaders should monitor the SEC’s regulatory agenda for further movement, while treating the current quarterly reporting requirement as the operative standard until any final rule is issued and an effective date is set.

Given the extent of investor opposition documented in the comment file, a full shift to mandatory semiannual reporting appears more likely to result in either a scaled-back compromise or continued study rather than swift adoption — though the SEC’s ultimate direction remains uncertain.

 

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Accounting

AI-Driven Automation and Continuous Accounting Frameworks

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The accounting profession is undergoing a fundamental structural transition as enterprise finance departments shift from periodic month-end closes toward automated continuous accounting models. By integrating specialized machine learning algorithms directly into enterprise resource planning (ERP) platforms, chief accounting officers are transforming financial reporting from a retrospective exercise into a real-time operational asset.

The Shift from Periodic Close to Continuous Financial Reporting
Traditional accounting workflows heavily relied on manual data reconciliation, spreadsheet calculations, and multi-week closing cycles at the end of each fiscal period. In contrast, continuous accounting frameworks utilize automated software agents to process, validate, and post transactional data in real time as business activities occur.

Automated bank reconciliation tools cross-reference incoming bank feeds, invoice records, and purchase orders automatically. By resolving transactional variances instantly throughout the month, corporate accounting teams eliminate the traditional workload spikes associated with quarterly and annual closes.

Machine Learning in Audit Trails and Anomaly Detection
Advanced natural language processing (NLP) and machine learning tools are redefining internal audit and financial control environments. Automated systems analyze 100% of general ledger entries, identifying anomalous transactions, duplicate payments, and unauthorized journal entries in real time.

Rather than relying on random statistical sampling, corporate internal auditors can focus their attention on high-risk flags automatically surfaced by algorithmic monitoring platforms. This continuous risk assessment strengthens internal controls over financial reporting (ICFR) and significantly reduces fraud risk.

Evolving Roles for Accounting Professionals
As routine data entry and manual reconciliation tasks become fully automated, the skill set required for accounting professionals is shifting toward data analysis, system design, and strategic business advisory.
– Systems Governance: Accountants are increasingly responsible for monitoring algorithmic accuracy and managing data integration pipelines.
– Business Partnership: Finance professionals leverage real-time financial dashboards to advise operational leaders on margin management and working capital allocation.
– Regulatory Compliance Management: Accounting teams utilize automated platforms to ensure compliance with dynamic tax codes and international accounting standards.

Core Implementation Recommendations
1. Deploy Automated Reconciliation Tools: Integrate continuous transaction processing modules into existing enterprise ERP architectures.
2. Establish Algorithmic Governance Controls: Implement strict internal testing protocols to ensure automated accounting rules comply with GAAP/IFRS standards.
3. Reskill Accounting Teams: Invest in training finance staff on data analytics, workflow automation, and predictive financial modeling.

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Accounting

Global ESG Reporting Standards and Double Materiality Compliance

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Corporate accounting departments face expanding reporting expectations as international sustainability disclosure standards achieve regulatory enforcement across major global jurisdictions. Chief Accounting Officers (CAOs) and corporate controllers are establishing rigorous internal accounting controls to treat Environmental, Social, and Governance (ESG) metrics with the same data precision, auditability, and governance as traditional financial statements.

Regulatory Harmonization Under Global Sustainability Frameworks
The implementation of standardized sustainability reporting frameworks—notably rules established by international sustainability accounting boards—has created unified expectations for public and large private enterprises. Corporations must report standardized metrics covering greenhouse gas emissions (Scope 1, 2, and material Scope 3), energy utilization, workforce demographics, and supply chain governance.

In Europe and other participating international jurisdictions, double materiality principles are mandatory. Under double materiality, organizations must report both how external sustainability risks impact corporate financial performance, and how internal corporate operations affect surrounding environmental and social structures.

Integrating Sustainability Metrics into Core ERP Systems
To provide auditable non-financial data, enterprise organizations are integrating specialized carbon accounting and ESG management platforms directly into core ERP systems. Automated data collectors capture energy utility invoices, logistics fuel consumption metrics, and vendor compliance records in real time.

Establishing automated, traceable data pipelines ensures that non-financial reporting is supported by clear audit trails. This structured approach allows external financial auditors to provide reasonable assurance on sustainability disclosures during annual corporate reporting cycles.

Financial Impacts and Capital Market Disclosure
Accurate ESG reporting directly influences corporate cost of capital and institutional credit ratings. Commercial lenders and institutional asset managers systematically incorporate sustainability metrics into risk pricing models. Companies that demonstrate transparent, verifiable progress in operational energy efficiency and climate risk mitigation benefit from expanded access to green bond markets and lower debt pricing.

Action Steps for Accounting Leadership
1. Implement Double Materiality Frameworks: Conduct comprehensive assessments to identify material financial and operational sustainability metrics.
2. Build Auditable Non-Financial Data Pipelines: Automate ESG data collection within core accounting software to ensure data integrity.
3. Align Sustainability with Annual Financial Filings: Prepare non-financial disclosures concurrently with financial statements to satisfy regulatory audit expectations.

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