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Federal Register / Vol. 86, No. 233 / Wednesday, December 8, 2021 / Proposed Rules
any successor thereto, with the Securities and Exchange Commission.
xii Insurance company. Any insurance company as defined in section 2 of the Investment Company Act of 1940 15 U.S.C. 80a2.
xiii State-licensed insurance producer. Any entity that:
A Is an insurance producer that is authorized by a State and subject to supervision by the insurance commissioner or a similar official or agency of a State; and B Has an operating presence at a physical office within the United States.
xiv Commodity Exchange Act registered entity. Any entity that:
A Is a registered entity as defined in section 1a of the Commodity Exchange Act 7 U.S.C. 1a; or B Is:
1 A futures commission merchant, introducing broker, swap dealer, major swap participant, commodity pool operator, or commodity trading advisor, each as defined in section 1a of the Commodity Exchange Act 7 U.S.C. 1a, or a retail foreign exchange dealer as described in section 2c2B of the Commodity Exchange Act 7 U.S.C.
2c2B; and 2 Registered with the Commodity Futures Trading Commission under the Commodity Exchange Act.
xv Accounting firm. Any public accounting firm registered in accordance with section 102 of the Sarbanes-Oxley Act of 2002 15 U.S.C.
7212.
xvi Public utility. Any entity that is a regulated public utility as defined in 26 U.S.C. 7701a33A or D that provides telecommunications services, electrical power, natural gas, or water and sewer services within the United States.
xvii Financial market utility. Any financial market utility designated by the Financial Stability Oversight Council under section 804 of the Payment, Clearing, and Settlement Supervision Act of 2010 12 U.S.C.
5463.
xviii Pooled investment vehicle. Any pooled investment vehicle that is operated or advised by a person described in paragraph c2iii, iv, vii, x, or xi of this section.
xix Tax-exempt entity. Any entity that is:
A An organization that is described in section 501c of the Internal Revenue Code of 1986 Code determined without regard to section 508a of the Code and exempt from tax under section 501a of the Code, except that in the case of any such organization that ceases to be described in section 501c and exempt from tax under section
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501a, such organization shall be considered to be continued to be described in this paragraph c2xixA for the 180-day period beginning on the date of the loss of such tax-exempt status;
B A political organization, as defined in section 527e1 of the Code, that is exempt from tax under section 527a of the Code; or C A trust described in paragraph 1
or 2 of section 4947a of the Code.
xx Entity assisting a tax-exempt entity. Any entity that:
A Operates exclusively to provide financial assistance to, or hold governance rights over, any entity described in paragraph c2xix of this section;
B Is a United States person;
C Is beneficially owned or controlled exclusively by one or more United States persons that are United States citizens or lawfully admitted for permanent residence; and D Derives at least a majority of its funding or revenue from one or more United States persons that are United States citizens or lawfully admitted for permanent residence.
xxi Large operating company. Any entity that:
A Employs more than 20 full time employees in the United States, with full time employee in the United States having the meaning provided in 26 CFR 54.4980H1a and 54.4980H3, except that the term United States as used in 26 CFR 54.4980H1a and 54.4980H3 has the meaning provided in 1010.100hhh;
B Has an operating presence at a physical office within the United States;
and C Filed a Federal income tax or information return in the United States for the previous year demonstrating more than $5,000,000 in gross receipts or sales, as reported as gross receipts or sales net of returns and allowances on the entitys IRS Form 1120, consolidated IRS Form 1120, IRS Form 1120S, IRS
Form 1065, or other applicable IRS
form, excluding gross receipts or sales from sources outside the United States, as determined under Federal income tax principles. For an entity that is part of an affiliated group of corporations within the meaning of 26 U.S.C. 1504
that filed a consolidated return, the applicable amount shall be the amount reported on the consolidated return for such group.
xxii Subsidiary of certain exempt entities. Any entity of which the ownership interests of such entity are controlled or wholly owned, directly or indirectly, by one or more entities described in paragraph c2i, ii, iii,
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iv, v, vii, viii, ix, x, xi, xii, xiii, xiv, xv, xvi, xvii, xix, or xxi of this section.
xxiii Inactive entity. Any entity that:
A Was in existence on or before January 1, 2020;
B Is not engaged in active business;
C Is not owned by a foreign person, whether directly or indirectly, wholly or partially;
D Has not experienced any change in ownership in the preceding 12-month period;
E Has not sent or received any funds in an amount greater than $1,000, either directly or through any financial account in which the entity or any affiliate of the entity had an interest, in the preceding 12-month period; and F Does not otherwise hold any kind or type of assets, whether in the United States or abroad, including but not limited to any ownership interest in any corporation, limited liability company, or other similar entity.
d Beneficial owner. For purposes of this section, the term beneficial owner, with respect to a reporting company, means any individual who, directly or indirectly, either exercises substantial control over such reporting company or owns or controls at least 25
percent of the ownership interests of such reporting company.
1 Substantial control. Substantial control over a reporting company includes:
i Service as a senior officer of the reporting company;
ii Authority over the appointment or removal of any senior officer or a majority or dominant minority of the board of directors or similar body;
iii Direction, determination, or decision of, or substantial influence over, important matters affecting the reporting company, including but not limited to:
A The nature, scope, and attributes of the business of the reporting company, including the sale, lease, mortgage, or other transfer of any principal assets of the reporting company;
B The reorganization, dissolution, or merger of the reporting company;
C Major expenditures or investments, issuances of any equity, incurrence of any significant debt, or approval of the operating budget of the reporting company;
D The selection or termination of business lines or ventures, or geographic focus, of the reporting company;
E Compensation schemes and incentive programs for senior officers;
F The entry into or termination, or the fulfillment or non-fulfillment of significant contracts; and
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