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Federal Register / Vol. 86, No. 233 / Wednesday, December 8, 2021 / Proposed Rules
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in which reporting companies would submit BOI to FinCEN indirectly, by submitting the information to their jurisdictional authority who would then transmit it to FinCEN. Some commenters to the ANPRM noted that this alternative would decrease the compliance burden on small entities.
However, FinCEN ultimately decided not to propose this alternative for the reasons stated above. FinCEN welcomes comment on any significant alternatives that would minimize the impact of the proposed rule on small entities and still accomplish the objectives of the CTA.
C. Unfunded Mandates Reform Act Section 202 of the Unfunded Mandates Reform Act of 1995
UMRA 200 requires that an agency prepare a statement before promulgating a rule that may result in expenditure by the state, local, and Tribal governments, in the aggregate, or by the private sector, of $158 million or more in any one year.201 Section 202 of the UMRA also requires an agency to identify and consider a reasonable number of regulatory alternatives before promulgating a rule, which FinCEN has completed in the Executive Orders 12866 and 13563 section above and the Paperwork Reduction Act section below. This rule in its proposed form may result in the expenditure by state, local, and Tribal governments, in the aggregate, or by the private sector, of $158 million or more.
The proposed rule is being promulgated to implement the CTA.
The primary cost of the private sector complying with the proposed rule is captured in the Paperwork Reduction Act section below, which amount to a net present value for a 10-year time horizon at a seven percent discount rate of approximately $3.4 billion. The net present value at a three percent discount rate is approximately $3.98 billion. Both of these amounts exceed the threshold under UMRA. Additional discussion on the proposed rules costs and benefits may be found in the Executive Orders 12866 and 13563 section above. While state, local and Tribal governments do not have direct costs mandated to them by the proposed rule, state, local, and Tribal governments may incur indirect costs under the proposed rule, including if they wish to expend funds to provide notice and assistance to filers.202
200 See
2 U.S.C. 1532a.
UMRA threshold is $100 million per year adjusted for inflation, which is currently $158
million per year.
202 The CTA states that as a condition of funds made available under the CTA, each state and Indian Tribe shall, not later than 2 years after the effective date of the regulations, take the following 201 The
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FinCEN received multiple ANPRM
comments that described possible costs that state, local, and Tribal governments could incur,203 such as:
Collecting or reporting additional BOI data to FinCEN;
Generating a unique identifier that would link BOI reports with state documents;
Sending customers notice about the BOI reporting requirement by mail or email;
Adding an internet link to office website and/or on publications sent to new business filers; and Sharing language/information provided by FinCEN to customers.
As noted above, various comments stated that collecting and reporting additional BOI data to FinCEN would require a change to state law and development of a new processing system, both of which would generate significant costs and burden. One comment from a state government stated these type of changes could easily cost a million dollars or more for a single state government. Some other comments from state authorities also noted technological limitations with sharing existing records with FinCEN. Statelevel collection and reporting of additional BOI data was strongly opposed by multiple commenters, including state governments. However, it is worth noting that some private sector comments argued for incorporating BOI reporting with existing state registration processes. For example, one private sector comment noted that FinCENs best opportunity to minimize small business compliance cost is to integrate the FinCEN filing as seamlessly as possible into existing state-level incorporation processes. This alternative is considered more fully in the Executive Orders 12866 and 13563
section above.
Commenters from state offices stated that mailing a paper notice to actions: 1 Periodically notifying filersincluding at the time of any initial formation or registration of an entity, assessment of an annual fee, or renewal of any license to do business in the United States and in connection with state or Indian Tribe corporate tax assessments or renewals, notification to filers of their requirements as reporting companies and providerwith a copy of the reporting company form or an internet link to that form; and 2 updating the websites, forms relating to incorporation, and physical premises of the office to notify filers of the BOI reporting requirements, including by providing an internet link. 31 U.S.C.
5336e2A. The provision of these funds depends on availability of appropriations. However, states and Indian Tribes may wish to provide information about the BOI reporting requirement regardless of the availability of such funds.
203 FinCEN also received comments from state, local, and Tribal governments that related to other topics; however, these comments are not summarized herein.

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representatives of entities registered in their jurisdiction is a significant cost, and that most filing offices only have a mailing address for the registered agent of a business entity. One secretary of state comment estimated the cost of annual mailings at more than $300,000, which would increase along with the total amount of active entities. Some secretary of state comments also specified that secretaries of state should provide notice only to domestic entities in their jurisdiction, not foreign business entities, and that such reminders should coincide with the states report filing period. However, one private sector commenter proposed that state offices send reminders of the requirement via mail.
Multiple secretary of state commenters supported a requirement that states add an internet link to their office website and/or on publications sent to new business filers, with language provided by FinCEN to ensure all states share the same information and that directs customers to FinCEN
for questions.
Some secretary of state comments noted that state agencies would not have the legal expertise, authority, or resources to respond to questions about the BOI reporting requirements.
Therefore, they argued, FinCEN should circulate the required periodic notices to reporting and potentially exempt entities, and every such periodic notice must have clear and prominently displayed contact information for FinCEN. One secretary of state comment noted that providing states with FinCEN-branded materials to help differentiate from secretary of statebranded communication is important and may help deflect some questions from states directly to FinCEN. A
comment from a secretary of state stated that it anticipates that staff time would be devoted to responding to calls and emails from business entities regarding compliance with the rule, but additional staffing is not expected. The comment stated that FinCEN can minimize burdens on agencies receiving business filings in part by providing sufficient resources for such agencies to direct business entities to in response to inquiries. Another secretary of state noted that template language from FinCEN is helpful, but they wanted to retain flexibility to tailor the information. One commenter representing Tribal interests noted that Indian Tribes first should be given the opportunity to identify whether or not the Tribe is capable of sharing reporting obligations and/or internet links and what may be necessary for the Tribe to carry out the obligations of the CTA and
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