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Federal Register / Vol. 86, No. 233 / Wednesday, December 8, 2021 / Proposed Rules
information to uniquely identify each reporting company and distinguish it from other companies with similar names. Companies formed in different states may have the same names because the entity formation practices of many states require a new entity to choose a legal name that is unique within that state but do not require a new entitys legal name to be unique within the United States. In addition, companies with similar names may be mistaken for each other due to misspellings or other errors. Moreover, FinCEN must have enough specific information about a reporting company to enable accurate searching of the database of beneficial ownership information. Given that companies may have similar names, addresses, and states of formation or registration, FinCEN believes that having a unique identification number for each reporting company is critical to enabling the unique identification of a reporting company and effectively searching the database to identify the beneficial ownership information reported for a particular company. The proposed rules would thus require the submission of additional information beyond each companys name.
Specifically, the reporting company would be required to submit a TIN
including an Employer Identification Number EIN, or where a reporting company has not yet been issued a TIN, a Dun & Bradstreet Data Universal Numbering System DUNS number or a Legal Entity Identifier LEI. A reporting company must furnish a TIN on all tax returns, statements, and other tax related documents filed with the IRS. As a result, FinCEN believes that there will be limited burdens for a reporting company with a tax filing obligation in the United States to provide its TIN.
However, FinCEN recognizes that an entity may not be able to provide a TIN, such as in the case of a newly formed entity that does not yet have a TIN when it submits a report to FinCEN at the time of formation or registration.
Accordingly, in FinCENs proposal, a reporting company may provide a DUNS 101 or LEI 102 if it does not yet have a TIN. The DUNS and LEI numbers are commonly used in the United States and globally to distinguish entities from one another and to create unique identifying codes to facilitate financial and other transactions. Over 1.8 million LEIs have been created globally and the 101 See Dun & Bradstreet, What is a DUNS
Number?, available at https www.dnb.com/dunsnumber.html.
102 See LEI Worldwide, What is a Legal Entity Identifier?, available at https www.leiworldwide.com/what-is-a-legal-entityidentifier.html.

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LEI is being adopted as a global standard in business transactions. More than 240,000 entities in the United States use LEIs to identify and distinguish themselves.103 Pursuant to 31 CFR 1010.380b5iiB, if a reporting company has applied for and received a FinCEN identifier, it may submit the FinCEN identifier in lieu of a TIN, DUNS, or LEI number.
FinCEN expects that there should be minimal burden on a reporting company to obtain and report basic identifying information about itself in light of the need to have a TIN to pay taxes in the United States and the need for other identifying numbers and information to conform to other business requirements.
Additionally, the information that FinCEN is proposing to collect does not extend beyond basic identifying information that should be readily available to the reporting company.
However, FinCEN welcomes comments on the anticipated burden of this reporting requirement, particularly for newly formed entities that may not have a unique identifying number shortly after formation, and potential alternatives that would allow for the unique identification of the reporting company and effective searching of the beneficial ownership database.
FinCEN recognizes the perspective of the many commenters who encouraged FinCEN to require a reporting company to report a significant amount of additional information about itself and about intermediate legal entity owners through which ultimate natural person beneficial owners of the reporting company own their interests. FinCEN
believes that requiring detailed reporting of intermediate legal entity owners and other information about reporting companies could substantially enhance the transparency of companies ownership structures and make the collected data more useful for law enforcement, financial institutions, and other authorized users. However, the commenters who urged collection of this information did not identify the statutory authority for the collection of such information from reporting companies. FinCEN welcomes further comments on the authority for and practical effect of collecting such additional information under the CTA.
FinCEN further recognizes certain commenters have raised concerns that a reporting company may list the address of a formation agent or other third party as its business street address, rather 103 See Global LEI Foundation, LEI Statistics Global LEI IndexLEI DataGLEIF, available at https www.gleif.org/en/lei-data/global-lei-index/
lei-statistics.

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than its principal place of business or the business entitys actual physical location. FinCEN believes that requirement to submit a reporting companys business street address precludes the reporting of the address of the reporting companys formation agent or other third party representatives, but welcomes comments on whether the term business street address is sufficiently clear or whether further clarification is needed to avoid the reporting of addresses of formation agents and other third parties as a reporting companys business street address.
iii. Special Rules Proposed 31 CFR 1010.380b3 sets forth special reporting rules for ownership interests held by exempt entities, minor children, foreign pooled investment vehicles, and deceased company applicants. Specifically, proposed 31 CFR 1010.380b3i sets forth a special rule for reporting companies with ownership interests held by exempt entities, consistent with the requirements of 31 U.S.C.
5336b2B. As set forth in the special rule, if an exempt entity under 31 CFR
1010.380c2 has, or will have, a direct or indirect ownership interest in a reporting company, and an individual is a beneficial owner of the reporting company by virtue of such ownership interest, the report shall include the name of the exempt entity rather than the information required under paragraph b1 with respect to such beneficial owner. This rule is intended to avoid a situation in which an entity that is exempt from the beneficial ownership reporting requirement is nonetheless required to disclose its beneficial owners as a result of its ownership of a reporting company.
Proposed 31 CFR 1010.380b3ii provides a special rule for reporting the information of a parent or guardian in lieu of information about a minor child.
Specifically, proposed 31 CFR
1010.380b3ii provides that if a reporting company reports the information required under paragraph b1 with respect to a parent or legal guardian of a minor child consistent with the exception outlined at 31 CFR
1010.380d4i, then the report shall indicate that such information relates to the parent or legal guardian. Without this information, stakeholders would not know that the parent or legal guardian is not the actual beneficial owner.
Proposed 31 CFR 1010.380b3iii explains the special rule for foreign pooled investment vehicles that the CTA established in 31 U.S.C.

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