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Federal Register / Vol. 86, No. 233 / Wednesday, December 8, 2021 / Proposed Rules
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information can be used without caveats:
FATF: In its 2016 mutual evaluation of the United States, FATF noted that there are no precise statistics on the exact number of legal entities, but cited estimates that there are around 30
million legal entities in the United States, with about two million new formations every year.209
CDD Rule: In the CDD Rule, FinCEN
estimated 8 million new legal entity bank accounts are opened per year.210
However, this number could include multiple accounts for any given entity, and not all entities open a bank account annually.
Census data: FinCEN reviewed statistics published by the U.S. Census Bureau, particularly from the Statistics of U.S. Businesses SUSB. However, FinCEN is not aware of a methodology that may be applied to carve out entities that meet the definition of reporting companies from the SUSB
data. FinCEN has relied upon Census data in some instances below related to estimates of exempt entities.
State statistics: FinCEN reviewed online publications from state governments that provided statistics on business entities, including statistics on total active companies and new company formations. However, the information appeared to only be available from a limited number of states. Furthermore, the categories of reported statistics are not consistent and each state may have unique company definitions that make it difficult to assess which entities would fall under the proposed rule. FinCEN also reviewed comments to the ANPRM that included some relevant estimates reported by state authorities.211
209 FATF, Anti-Money Laundering and CounterTerrorist Financing Measures United States Mutual Evaluation Report 2016, p. 34 Ch. 1, available at https www.fatf-gafi.org/media/fatf/documents/
reports/mer4/MER-United-States-2016.pdf . These estimations were also relied upon by the Congressional Research Service. See Congressional Research Service, Beneficial Ownership Transparency in Corporate Formation, Shell Companies, Real Estate, and Financial Transactions July 8, 2019, available at https
fas.org/sgp/crs/misc/R45798.pdf. FATFs 2006
Mutual Evaluation of the United States estimated, based on information from the International Association of Commercial Administrators provided by Delaware state officials, that in 2004
there were 13,484,336 active legal entities registered in the 50 states in the U.S. FATF, Mutual Evaluation of the United States 2006, p. 13 Ch.
1, available at https www.fatf-gafi.org/media/fatf/
documents/reports/mer/MER%20US%20full.pdf.
210 81 FR 29398, 29436.
211 FinCEN received such comments from Colorado, Connecticut, Indiana, Iowa, Kentucky, Massachusetts, North Carolina, and Pennsylvania.
Some of the states provided estimates of total active companies and the average number of new companies formed annually. FinCEN welcomes
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International Association of Commercial Administrators IACA
2018 annual reports survey: FinCEN
reviewed the most recent iteration, 2018, of the annual report of jurisdictions survey administered by the IACA 212 in which Colorado, Delaware, Hawaii, Illinois, Indiana, Louisiana, Massachusetts, Michigan, North Carolina, Ohio, Oregon, Texas, Wisconsin, and Wyoming, were asked the same series of questions on the number of total entities and total new entities in their jurisdictions by entity type and responded with statistical data.
While these sources do not provide a complete picture of entities in the United States, they are useful in providing an approximate range for estimation and for highlighting the likely variation among states in numbers of reporting companies. Overall, the sources FinCEN reviewed suggest that tens of millions of entities may be subject to the proposed rule. FinCEN
believes that the IACA 2018 annual reports survey data is the most relevant information for estimating the total number of existing domestic reporting companies. The survey provides consistency in format and response among multiple states.213 The survey specifically includes data on the number of corporations, professional corporations, nonprofit corporations, limited liability companies, and partnerships. FinCEN acknowledges that this data may not exactly match the definition of domestic reporting company in the proposed rule, and may have other limitations.214 In further comments on these statistics, and also requests that any reported statistics explain what entity types are included, whether the counts include entities foreign and domestic to the jurisdiction, and if possible, whether the statistics include: 1 Only entities that would be defined as a reporting company in the proposed rule; and 2 any entities that would be included in the 23
exemption categories.
212 See International Association of Commercial Administrators, Annual Report of Jurisdictions Survey2018 Results, 2018, available at https
www.iaca.org/annual-reports/.
213 FinCEN notes that four of the states that provided estimates of entities in their jurisdiction in their ANPRM comment letters also responded to the 2018 IACA survey: Colorado, Indiana, Massachusetts, and North Carolina. FinCEN used the estimates reported in the IACA survey for its analysis, rather than the estimates in the comment letters, for purposes of consistency. Additionally, FinCEN understands that the IACA data is narrowed to companies that are in good standing or active and specific entity types, both of which make the overall estimates more applicable to the reporting company category.
214 For example, FinCEN cannot identify the precise number of general partnerships from the IACA count to the extent a state reported on the number of general partnershipssince the numbers were not reported separately by the reporting states.
FinCEN assumes that some states did not include general partnerships in these statistics because they
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addition, FinCEN is not able to confirm whether trusts that may qualify as reporting companies are counted within the IACA data because they are not specified in a category. FinCEN
welcomes comments that provide estimations on the number of trusts and other particular types of entities that may fall under the proposed rule.215
To leverage the IACA 2018 annual reports survey data in order to estimate total domestic reporting companies, FinCEN conducted the following analysis:
1. FinCEN first transcribed data reported by each of the states listed above in response to questions 118 of the survey.216 FinCEN did not transcribe may not be required to register with the secretaries of state, and therefore may not be in the underlying data source. In a comment to the ANPRM, the Ohio Secretary of State noted that general partnerships follow a different process. Michigans Department of Licensing and Regulatory Affairs also noted in a comment that co-partnerships do not file with the state-level office, but with the relevant County Clerk. FinCEN did compare the estimates of partnerships in IACAs data with 2018 IRS data that shows 527,595 domestic general partnerships and 446,713 limited partnerships, totaling 974,308
partnerships. The IRS data also includes numbers of partners, which could provide insight into the number of beneficial owners reported for these entities. See IRS, Statistical TablesBy Entity Type, available at https www.irs.gov/statistics/soi-taxstats-partnership-statistics. FinCEN compared these numbers with an estimate of total partnerships based on IACAs data, using the per capita analysis described below, which resulted in approximately 1.7 million partnerships. FinCEN notes that the IRS
numbers, which are over 50 percent general partnerships, are lower than FinCENs estimate using IACA data. However, FinCEN understands that IRS data only includes partnerships that filed tax returns. Therefore, even with the potential inclusion of general partnerships, IACAs data is more inclusive and a better data source for purposes of the reporting company estimation.
215 IRS data from 2014 shows that the total number of returns for complex trusts, simple trusts, grantor trusts, decedents estates, qualified disability trusts, Chapter 7 bankruptcy estates, splitinterest trusts, qualified funeral trusts, Chapter 11
bankruptcy estates, and pooled income funds is 3,170,667. See IRS, SOI Tax StatsFiduciary ReturnsSources of Income, Deductions, and Tax LiabilityType of Entity, available at https
www.irs.gov/statistics/soi-tax-stats-fiduciaryreturns-sources-of-income-deductions-and-taxliability-by-type-of-entity.
216 The questions Q are the following: Q1
Jurisdiction; Q2 Total population of your Jurisdiction; Q3 Total number of Corporations and Professional Corporations; Q4 Total number of Nonprofit Corporations; Q5 Total number of Limited Liability Companies; Q6 Total Number of Partnerships GPs, LPs, LLPs, etc. . . .; Q7 Total number of registered Corporations and Professional Corporations; Q8 Total number of registered Nonprofit Corporations; Q9 Total number of registered Limited Liability Companies; Q10 Total number of registered Partnerships GPs, LPs, LLPs, etc. . . .; Q11 Total number of new Corporations and Professional Corporations; Q12 Total number of new Nonprofit Corporations; Q13 Total number of new Limited Liability Companies; Q14 Total number of new Partnerships GPs, LPs, LLPs, etc.
. . .; Q15 Total number of new Foreign Corporations and Professional Corporations; Q16
Total number of new Foreign Nonprofit
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