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Federal Register / Vol. 86, No. 233 / Wednesday, December 8, 2021 / Proposed Rules issue to individuals or entities upon request.78 In certain instances, the FinCEN identifier provides a substitute to individuals who do not wish to provide their names, birth dates, or addresses to a reporting company.79
Given the sensitivity of the reportable information, the CTA imposes strict confidentiality, security, and access restrictions on the data. FinCEN is authorized to disclose reportable BOI to a statutorily defined group of governmental authorities and financial institutions, in limited circumstances.
Federal agencies, for example, may only obtain access to BOI when acting in furtherance of national security, intelligence, or law enforcement activity.80 State, local, and Tribal law enforcement agencies require a court of competent jurisdiction to authorize them to seek BOI as part of a criminal or civil investigation.81 Foreign government access is limited to foreign law enforcement agencies, prosecutors, and judges in specified circumstances.82
FinCEN may also disclose reported BOI
to financial institutions that need such BOI to facilitate compliance with customer due diligence requirements under applicable law, with the consent of the reporting company.83 Moreover, a financial institutions regulator can obtain BOI that has been provided to a regulated financial institution for the purpose of performing regulatory oversight that is specific to that financial institution.84 Taken together, these measures, along with other restrictions, requirements, and security protocols delineated in the CTA, will help to ensure that BOI collected under 31 U.S.C. 5336 is only used for statutorily described purposes. As noted above, FinCEN intends to address the regulatory requirements related to access to information reported pursuant to the CTA through a future rulemaking process.
The CTA also requires that FinCEN
rescind and revise portions of the current CDD Rule within one year after the effective date of the BOI reporting rule.85 The CTA does not direct FinCEN
to rescind the requirement for financial institutions to identify and verify the beneficial owners of legal entity customers under 31 CFR 1010.230a, but does direct FinCEN to rescind the beneficial ownership identification and 78 See
31 U.S.C. 5336b3Ai.
31 U.S.C. 5336b3B.
80 See 31 U.S.C. 5336c2BiI.
81 See 31 U.S.C. 5336c2BiII.
82 See 31 U.S.C. 5336c2Bii.
83 See 31 U.S.C. 5336c2Biii.
84 See 31 U.S.C. 5336c2C.
85 CTA, Section 6403d1.
79 See
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verification requirements of 31 CFR
1010.230bj.86 The CTA identifies three purposes for this revision: 1 To bring the rule into conformity with the AML Act as a whole, including the CTA; 2 to account for financial institutions access to BOI reported to FinCEN in order to confirm the beneficial ownership information provided directly to the financial institutions for AML/CFT and customer due diligence purposes; and 3 to reduce unnecessary or duplicative burdens on financial institutions and legal entity customers.87
FinCEN intends to satisfy the requirements related to the revision of the CDD Rule through a future rulemaking process that will provide the public with an opportunity to comment on the effect of the final provisions of the beneficial ownership reporting rule on financial institutions customer due diligence obligations. The rulemaking process will also allow FinCEN to reach informed conclusions about the proper scope of the CDD Rule.88 FinCEN
anticipates that this rulemaking process will touch on the issue of the interplay between the FinCEN-hosted BOI
information technology IT system and financial institutions diligence efforts.
C. The Advance Notice of Proposed Rulemaking On April 5, 2021, FinCEN published an ANPRM on the BOI reporting requirements.89 The ANPRM sought public input in five open-ended categories of questions, including on clarifying key definitions, developing reporting procedures, and establishing compliance standards for reporting companies. The ANPRM also sought comment on FinCENs implementation of the related provisions of the CTA that govern FinCENs maintenance and disclosure of BOI subject to appropriate protocols.
In response to the ANPRM, FinCEN
received 220 public comments from a wide variety of commenters, including businesses, civil society organizations, trade associations, law firms, secretaries of state and other state officials, Indian 86 CTA, Section 6403d2. The CTA orders the rescission of paragraphs b through j directly the Secretary of the Treasury shall rescind paragraphs b through j and orders the retention of paragraph a by a negative rule of construction nothing in this section may be construed to authorize the Secretary of the Treasury to repeal . . . 31 CFR 1010.230a..
87 CTA, Section 6403d1AC.
88 Final Rule, Customer Due Diligence Requirements for Financial Institutions, 81 FR
2939829402 May 11, 2016.
89 ANPRM, Beneficial Ownership Information Reporting Requirements, 86 FR 1755717565 April 5, 2021.

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Tribes, Members of Congress, and numerous individuals. Commenters expressed a range of opinions, frequently conflicting, about which entities should report, what information they should report, about whom they should report, how to ensure that the implementation of the CTA generates highly useful data for authorized users, how to minimize burden on reporting companies, and more.
FinCEN has considered all of the comments that it received in response to the ANPRM in drafting this proposed rule. The section-by-section analysis that follows incorporates discussion of certain issues raised by commenters.
D. Outreach FinCEN has also engaged in outreach with a variety of potential stakeholders, including state and Tribal entities e.g., secretaries of state, law enforcement, representatives of civil society organizations, financial institution trade associations, and broader business trade associations, to make them aware of the CTA and encourage them to provide written comments during the rulemaking process to ensure FinCENs consideration of their perspectives.
IV. Section-by-Section Analysis This proposed rule would revise the regulations implementing the BSA by adding a new reporting requirement at 1010.380 Reports of beneficial ownership information, in subpart C
Reports Required to be Made of part 1010 General Provisions of chapter X Financial Crimes Enforcement Network of title 31, Code of Federal Regulations.
The analysis that follows addresses the key elements of the proposed rule:
A Information to be reported; B
beneficial owners; C company applicant; D reporting company; E
timing, format, and mechanics of reports; F reporting violations; and G
definitions. The analysis has a final subsection H that discusses the issue of the effective date of the regulation.
A. Information To Be Reported The CTA requires each reporting company to submit to FinCEN a report identifying each beneficial owner of the reporting company and each company applicant by: 1 Full legal name, 2
date of birth, 3 current residential or business street address, and 4 unique identifying number from an acceptable identification document; or, if this
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