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Federal Register / Vol. 86, No. 233 / Wednesday, December 8, 2021 / Proposed Rules
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2021 is 22,263.39.223 In addition, in 2018 an estimated 21,000 foreign corporations filed the Form 1120F
U.S. Income Tax Return of a Foreign Corporationscaled for 2021 to 21,251.42.224 Adding these two estimates 22,263.39 + 21,251.42 results in an overall estimate of approximately 43,514.81 foreign entities operating in the United States that may be subject to BOI reporting requirements. To estimate new foreign companies annually, FinCEN multiplied the estimate of total foreign companies as of 2021
43,514.81 by the ratio of estimated new entities to total entities based on the IACA data analysis above 3,771,993.58/30,247,071.10. The estimation is approximately 5,426.56.
Therefore, it is reasonable, given the data reviewed and these considerations, to estimate that there are 30,290,586
existing companies that could be reporting companies. It is also reasonable to estimate that there are 3,777,420 new companies per year that could be reporting companies.
b. Entities That Are Not Exempt From the Definition of a Reporting Company As to FinCENs second estimate, the number of entities that would be reporting companies would be less than 100 percent of the entities that could be reporting entities because some of the entities that comprise the total number of entities would be exempt from the definition of reporting company pursuant to one or more of the exemptions found at proposed 31 CFR
1010.380c2ixxiii.
In order to estimate the number of exempt entities to subtract from the first estimate of entities that are estimated to be corporations, limited liability companies, or other entities, FinCEN
considered the following:
1. A reasonable estimate for the number of existing entities under each of the exemptions.
2. Whether each of the entities described in the exemptions: 1 Meet the proposed definition of reporting company i.e., is the exempt entity formed or registered by filing with the secretary of state or similar office; and 2 is included in the IACA annual reports survey estimates i.e., does the exempt entity fall into a category reported by the states in the IACA
annual reports survey used to estimate the number of corporations, limited liability companies, or other entities as described above.
3. Whether there is overlap between exemption categories, and whether the 223 22,000
224 21,000

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number of entities that overlap can be estimated.
To address the first item, the number of existing entities under each of the exemptions, FinCEN conducted research and outreach to multiple stakeholders to identify a reasonable estimate for each exemption. When the data was historical, FinCEN scaled the estimate to 2021, scaling the estimate based on overall U.S.
population growth from the date of the estimate to June 2021. FinCEN
considered whether the data underlying FinCENs estimate of exempt entities in each exemption category aligns with the proposed definition of the exemption in this NPRM. The sources used for these estimates should not be viewed as encompassing all entities that may be captured under the definition.
Additionally, the sources should not be understood to convey any interpretation of the exemptions definitions. FinCEN
identified sources for estimates using what it believes to be the best data available related to the exemption in question, and welcomes other sources or clarifications on these estimates that may be provided through the rulemaking process. Furthermore, these estimates are based on multiple data sources that may not always align;
meaning that the data source for an exemption may not only or totally include the entities subject to the exemption that are included in the total companies estimate. Each exemption estimate is considered in detail below.
1. Securities and Exchange Commission SEC reporting issuers:
FinCEN proposes relying upon the World Banks data of listed domestic companies in the United States as of 2019. Listed domestic companies, including foreign companies that are exclusively listed,225 are those that have shares listed on an exchange at the end of the year. Investment funds, unit trusts, and companies whose only business goal is to hold shares of other listed companies, such as holding companies and investment companies, regardless of their legal status, are excluded. A company with several classes of shares is counted once. Only companies admitted to listing on the
225 This estimate may therefore include entities that are not part of the total entities previously calculated. However, FinCEN assesses that the number of foreign companies included is sufficiently small to be trivial.

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exchange are included. This estimate is 4,266.226 FinCEN scaled this number to 4,294.89.227
2. Governmental authorities: FinCEN
proposes relying upon the U.S. Census Bureaus 2017 Census of Governments for this estimate. FinCEN accessed the publicly available zip file Table 1.
Government Units by State: Census Years 1942 to 2017 and the Data Excel file included therein. The Excel file lists the total number of Federal, state, and local government units in the United States as of 2017 as 90,126. 228
FinCEN scaled this number to 91,741.49; 229 FinCEN welcomes comments regarding whether this is a category that is less likely to scale by population.
3. Banks: FinCEN accessed the number of Federal Deposit Insurance Corporation FDIC-insured entities as of October 20, 2021, through the Institution Directory on FDICs Data Tools website. FinCEN searched for active institutions anywhere in the United States, which resulted in 4,916
institutions.230 FinCEN also considered whether to include uninsured entities that are required to implement written AML program as a result of a final rule issued on September 15, 2020,231 in this estimate; however, given that the exemption may or may not apply to these entities, FinCEN is not including them at this time.
4. Credit unions: There are 4,999
federally insured credit unions as of October 20, 2021.232
5. Depository institution holding companies: According to a report from 226 See The World Bank Data, Listed domestic companies, totalUnited States, available at https data.worldbank.org/indicator/
CM.MKT.LDOM.NO?locations=US.
227 This was calculated by multiplying the estimate by a 2019 scaling factor of 1.006772611.
The scaling factor was calculated by dividing the U.S. population as of July 1, 2019 330,226,709 by the U.S. population as of June 27, 2021
332,463,206. These population estimates were found at the Census Bureaus population clock. See U.S. Census Bureau, U.S. and World Population Clock, available at https www.census.gov/
popclock/.
228 See U.S. Census Bureau, Table 1. Government Units by State: Census Years 1942 to 2017, available at https www.census.gov/data/tables/2017/econ/
gus/2017-governments.html.
229 This was calculated by multiplying the estimate by a 2017 scaling factor of 1.017924839.
The scaling factor was calculated by diving the U.S.
population as of July 1, 2017 326,608,796 by the U.S. population as of June 27, 2021 332,463,206.
These population estimates were found at the Census Bureaus population clock. See U.S. Census Bureau, U.S. and World Population Clock, available at https www.census.gov/popclock/.
230 See FDIC, Details and FinancialsInstitution Directory, available at https www7.fdic.gov/idasp/
advSearchLanding.asp.
231 See 85 FR 57129.
232 Data available at FINDRs.

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