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Federal Register / Vol. 86, No. 233 / Wednesday, December 8, 2021 / Proposed Rules I. Executive Summary
DEPARTMENT OF THE TREASURY
Financial Crimes Enforcement Network 31 CFR Part 1010
RIN 1506AB49

Beneficial Ownership Information Reporting Requirements Financial Crimes Enforcement Network FinCEN, Treasury.
ACTION: Notice of proposed rulemaking NPRM.
AGENCY:

FinCEN is promulgating proposed regulations to require certain entities to file reports with FinCEN that identify two categories of individuals:
The beneficial owners of the entity; and individuals who have filed an application with specified governmental authorities to form the entity or register it to do business. The proposed regulations would implement Section 6403 of the Corporate Transparency Act CTA, enacted into law as part of the National Defense Authorization Act for Fiscal Year 2021 NDAA, and describe who must file a report, what information must be provided, and when a report is due. Requiring entities to submit beneficial ownership and company applicant information to FinCEN is intended to help prevent and combat money laundering, terrorist financing, tax fraud, and other illicit activity. Once finalized, these proposed regulations will affect a large number of entities doing business in the United States. This document also invites comments from the public regarding all aspects of the proposed regulations as well as comments in response to specific questions.
DATES: Written comments on this proposed rule may be submitted on or before February 7, 2022.
ADDRESSES: Comments may be submitted by any of the following methods:
Federal E-rulemaking Portal:
https www.regulations.gov. Follow the instructions for submitting comments.
Refer to Docket Number FINCEN2021
0005 and RIN 1506AB49.
Mail: Policy Division, Financial Crimes Enforcement Network, P.O. Box 39, Vienna, VA 22183. Refer to Docket Number FINCEN20210005 and RIN
1506AB49.
FOR FURTHER INFORMATION CONTACT: The FinCEN Regulatory Support Section at 18007672825 or electronically at frc@fincen.gov.
SUPPLEMENTARY INFORMATION:

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These proposed regulations would implement the requirement in the CTA 1
that a reporting company submit to FinCEN a report containing beneficial owner and company applicant information together, beneficial ownership information or BOI. This proposal fulfills the statutory direction to Treasury to promulgate regulations to implement the CTA and reflects FinCENs careful consideration of public comments received in response to an advanced notice of proposed rulemaking the ANPRM.2 To the extent practicable, and as required by the CTA, the proposed regulations aim to minimize the burden on reporting companies and to ensure that the information collected is accurate, complete, and highly useful. More broadly, the proposed regulations are intended to protect U.S. national security, provide critical information to law enforcement, and promote financial transparency and compliance. The CTA
and these proposed regulations represent the culmination of years of efforts by Congress, the Department of the Treasury Treasury, other national security agencies, law enforcement, and other stakeholders to bolster the United States corporate transparency framework and to address deficiencies in BOI reporting noted by the Financial Action Task Force FATF, Congress, law enforcement, and others. The proposed regulations address: 1 Who must file; 2 when they must file; and 3 what information they must provide.
Collecting this information and providing access to law enforcement, the intelligence community, and other key stakeholders will diminish the ability of malign actors to obfuscate their activities through the use of anonymous shell and front companies.
The proposed regulations would also specify circumstances in which a person violates the reporting requirements.
The proposed regulations describe two distinct types of reporting companies that must file reports with FinCENdomestic reporting companies and foreign reporting companies.
Generally, under the proposed regulations, a domestic reporting 1 The CTA is Title LXIV of the William M. Mac Thornberry National Defense Authorization Act for Fiscal Year 2021, Public Law 116283 January 1, 2021 the NDAA. Division F of the NDAA is the Anti-Money Laundering Act of 2020, which includes the CTA. Section 6403 of the CTA, among other things, amends the Bank Secrecy Act BSA
by adding a new Section 5336, Beneficial Ownership Information Reporting Requirements, to Subchapter II of Chapter 53 of Title 31, United States Code.
2 86 FR 17557 Apr. 5, 2021.

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company is any entity that is created by the filing of a document with a secretary of state or similar office of a jurisdiction within the United States. A foreign reporting company is any entity formed under the law of a foreign jurisdiction that is registered to do business within the United States.
The proposed regulations also describe the twenty-three specific exemptions from the definition of reporting company under the CTA. The CTA also includes an option for the Secretary of the Treasury Secretary, with the written concurrence of the Attorney General and the Secretary of Homeland Security, to exclude by regulation additional types of entities.
FinCEN does not currently propose to exempt additional types of entities beyond those specified by the CTA.
The proposed regulations describe who is a beneficial owner and who is a company applicant. A beneficial owner is any individual who meets at least one of two criteria: 1 Exercising substantial control over the reporting company; or 2 owning or controlling at least 25
percent of the ownership interest of the reporting company. The proposed regulations define the terms substantial control and ownership interest and describe rules for determining whether an individual owns or controls 25
percent of the ownership interests of a reporting company. The proposed regulations would also describe five types of individuals who the CTA
exempts from the definition of beneficial owner.
The proposed regulations also describe who is a company applicant. In the case of a domestic reporting company, a company applicant is the individual who files the document that forms the entity. In the case of a foreign reporting company, a company applicant is the individual who files the document that first registers the entity to do business in the United States. The proposed regulations specify that a company applicant includes anyone who directs or controls the filing of the document by another.
Under the proposed regulations, the time at which a required report is due would depend on: 1 When the reporting company was created or registered; and 2 whether the report is an initial report, an updated report providing new information, or a report correcting erroneous information in a previous report. Domestic reporting companies created, or foreign reporting companies registered to do business in the United States, before the effective date of the final regulations would have one year from the effective date of the final regulations to file their initial
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