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Federal Register / Vol. 86, No. 233 / Wednesday, December 8, 2021 / Proposed Rules the filing of a document with a secretary of state or similar office in the context of the definition of domestic reporting company would likely include limited liability partnerships, limited liability limited partnerships, business trusts a/k/a statutory trusts or Massachusetts trusts, and most limited partnerships, because such entities appear typically to be created by a filing with a secretary of state or similar office. However, FinCEN
understands that state and Tribal laws may differ on whether certain other types of legal or business formssuch as general partnerships, other types of trusts, and sole proprietorshipsare created by a filing. Are there any states or Indian Tribes where general partnerships, other types of trusts, or sole proprietorships are created by the filing of a document with a secretary of state or similar office?
25. FinCENs proposed definition of foreign reporting company requires that the foreign entity is registered to do business in any state or Tribal jurisdiction. FinCEN understands that this threshold may be interpreted differently across U.S. jurisdictions.
What activities would require foreign non-U.S. companies to register in a U.S. jurisdiction before they may conduct business in that jurisdiction, and what discrepancies exist in these standards across the jurisdictions?
26. In general, are the proposed exemptions from the definition of reporting company sufficiently clear, or are there aspects of any of the defined exemptions that FinCEN should clarify, similar to the exposition of the inactive business exemption? If so, how?
27. Is the term full-time employee explained sufficiently clearly in the large operating company exemption?
28. Is the term operating presence at a physical office within the United States, which is used in the large company exemption and other exemptions, defined sufficiently clearly? Is it appropriate that the term is defined to exclude a physical location that is also an individuals residence? If not, why not? Should the term include any other limitations or exclusions?
29. Are there any exemptions from the definition of reporting company that should be defined more broadly or more narrowly? If so, which ones, why, and how?
30. In addition to the proposed exemptions from the definition of reporting company, are there any other categories of entities that are not currently subject to an exemption from the definition of reporting company that FinCEN should consider for exemption and, if so, why?

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Other Definitions 31. While Congress defined many of the CTAs key terms within the statute, somelike public utilitywere left to FinCEN to interpret. If any of FinCENs proposed definitions for these currently undefined terms warrant revision, which ones, why, and how?
32. Are there any undefined terms in the proposed rule for which FinCEN did not provide definitions, but should? If so, which terms, why should FinCEN
define them, and how?
Timing of Reports and Updates 33. FinCEN believes the proposed timeframes for reporting, correcting, and updating information to be reported to FinCEN are within FinCENs legal authority to propose, and are appropriate to ensure that the BOI
collected is current, useful, and accurate without making the reporting requirement unduly burdensome. Is there any respect in which these timeframes should be altered because alteration is necessary to conform with the CTA or other law? Should any timeframes be altered because gains in ensuring information is current and accurate outweighs the burden imposed? Should any timeframes be altered because the burden imposed outweighs the gains in ensuring information is current and accurate?
i. In particular, does the proposed timeline of one year for existing reporting companies to file an initial report impose undue burdens on reporting companies, secretaries of state, or other stakeholders? Is a longer timeline necessary? If so, why?
ii. By contrast, is a shorter timeline necessary? If so, why?
34. FinCEN has proposed that a reporting company that ceases to be entitled to an exemption from the definition of reporting company under one or more of proposed exemptions in 31 CFR 1010.380c2i through xxiii, report to FinCEN within 30 days after it no longer meets those criteria. Is it appropriate that all reporting company exemptions be handled in the same way? If not, explain how and why different exemptions should be handled differently.
35. The proposed rule would require that a reporting company submit a corrected report to FinCEN not later than 14 days after the date that the reporting company knows or has reason to know that any information in a report submitted to FinCEN under this section was not correct when filed and remains incorrect. The rule also explains how the statutory safe harbor of the CTA for incorrect information will be applied.

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Are these proposed provisions an appropriate implementation of the requirements of the CTA? If not, why not?
36. Should FinCEN require reporting companies that have terminated their legal existence report this to FinCEN? If terminated entities are not required to report their termination, how should FinCEN be made aware of their termination, to properly administer its record retention obligations?
37. The proposed rule would require a reporting company that subsequently meets the criteria for any exemption under 31 CFR 1010.380c2i through xxiii after the filing of an initial report to file an updated report within 30 days.
Is 30 days sufficient to enable such legal entities to file such reports? Is it too long?
38. Is the burden that a 30-day update requirement would impose on reporting companies justified by the degree to which the accuracy and usefulness of the database depend upon prompt updates? Are there other factors that FinCEN should consider in reviewing update timelines in consultation with the Departments of Justice and Homeland Security, as mandated by the CTA?
Reporting Violations 39. Is FinCENs articulation of what constitutes a reporting violation under the CTA sufficiently clear?
Effective Date of the Rule 40. How much time is needed before the rule is effective to enable jurisdictions within the United States, reporting companies, and other stakeholders to incorporate any necessary changes into their systems and other procedures in tandem with other routine updates, and thereby enable reporting companies to reduce implementing costs? Should FinCEN
consider a long effective date, and if so, why? Should FinCEN consider a shorter effective date, and if so, why?
Please note that questions for comment specific to the Regulatory Analysis section that follows may be found at the end of that section.
VI. Regulatory Analysis FinCEN has analyzed the proposed rule as required under Executive Orders 12866 and 13563, the Regulatory Flexibility Act, the Unfunded Mandates Reform Act, and the Paperwork Reduction Act. FinCENs analysis assumed the baseline scenario is the current regulatory framework, which has no beneficial ownership disclosure requirements to FinCEN. Thus, any estimated costs and benefits as a result
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