[Federal Register Volume 88, Number 188 (Friday, September 29, 2023)]
[Notices]
[Pages 67443-67448]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2023-21293]


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DEPARTMENT OF THE TREASURY


Agency Information Collection Activities; Submission for OMB 
Review; Comment Request; Beneficial Ownership Information Reports

AGENCY: Departmental Offices, U.S. Department of the Treasury.

ACTION: Notice of information collection; request for comments.

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SUMMARY: The Department of the Treasury, on behalf of the Financial 
Crimes Enforcement Network (FinCEN), will submit the beneficial 
ownership information (BOI) report information collection request to 
the Office of Management and Budget (OMB) for review and clearance in 
accordance with the Paperwork Reduction Act of 1995 (PRA), on or after 
the date of publication of this notice. The details included in the 
information collection are listed below. The public is invited to 
submit comments on this information collection request.

DATES: Written comments should be received on or before October 30, 
2023.

ADDRESSES: Written comments on the proposed information collection 
should be sent within 30 days of publication of this notice to 
www.reginfo.gov/public/do/PRAMain. Find this particular information 
collection by selecting ``Currently under 30-day Review--Open for 
Public Comments'' or by using the search function.

FOR FURTHER INFORMATION CONTACT: Copies of the submissions may be 
obtained from Spencer W. Clark by emailing <a href="/cdn-cgi/l/email-protection#db8b899a9bafa9bebaa8aea9a2f5bcb4ad"><span class="__cf_email__" data-cfemail="316163707145435450424443481f565e47">[email protected]</span></a>, calling 
(202) 927-5331, or viewing the entire information collection request at 
www.reginfo.gov.

SUPPLEMENTARY INFORMATION: 

Financial Crimes Enforcement Network (FinCEN)

I. Statutory and Regulatory Provisions

    FinCEN issued the Beneficial Ownership Information Reporting 
Requirements final rule on September 30, 2022 (final BOI reporting 
rule).\1\ The final BOI reporting rule requires certain legal entities 
to report to FinCEN information about themselves as well as information 
about their beneficial owners. Entities created or registered to do 
business on or after January 1, 2024, must also identify the individual 
who directly filed the document with specified governmental authorities 
that created the entity or registered it to do business, as well as the 
individual who was primarily responsible for directing or controlling 
such filing if more than one individual was involved in the filing of 
the document. Further, the regulations describe who must file a report, 
what information must be provided, and when a report is due. Entities 
must certify that the report is true, correct, and complete.
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    \1\ 87 FR 59498 (Sept. 30, 2022).
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    These regulations implement Section 6403 of the Corporate 
Transparency Act (CTA), enacted into law as part of the National 
Defense Authorization Act for Fiscal Year 2021 (NDAA).\2\ That 
statutory provision, its implementing regulations, and their 
requirements are intended to help prevent and combat money laundering, 
terrorist financing, corruption, tax fraud, and other illicit activity, 
while minimizing the burden on reporting entities.
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    \2\ Specifically, the CTA is Title LXIV of the William M. (Mac) 
Thornberry National Defense Authorization Act for Fiscal Year 2021, 
Public Law 116-283 (Jan. 1, 2021). Division F of the NDAA is the 
Anti-Money Laundering Act of 2020, which includes the CTA. Section 
6403 of the CTA, among other things, amended the Bank Secrecy Act 
(BSA) by adding a new section 5336, Beneficial Ownership Information 
Reporting Requirements, to subchapter II of chapter 53 of title 31, 
United States Code.
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II. Paperwork Reduction Act of 1995 <SUP>3</SUP>
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    \3\ Public Law 104-13, 44 U.S.C. 3506(c)(2)(A).
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    Title: Beneficial Ownership Information (BOI) Reports.
    OMB Control Number: 1506-0076.
    Type of Review: New collection.
    Description: In accordance with the CTA, the final BOI reporting 
rule imposes a new reporting requirement on certain entities 
(``reporting companies'') to file with FinCEN reports, known as 
Beneficial Ownership Information Reports (BOIRs). These BOIRs collect 
certain information about: (1) the reporting company; (2) the reporting 
company's beneficial owners; and (3) the individual(s) who filed the 
document with specified governmental authorities that created the 
entity or registered it to do business (known as company 
applicants).\4\ The BOIRs will

[[Page 67444]]

be filed by completing a form (the BOIR Form) and submitting it through 
an online portal or submitting the information through an Application 
Programming Interface (API). These reports must be updated or corrected 
as specified in the final BOI reporting rule if reported information 
changes or is incorrect. The collected information will be maintained 
by FinCEN and made accessible to authorized users of the Beneficial 
Ownership Information Technology System.
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    \4\ 31 U.S.C. 5336(b) and 31 CFR 1010.380(b).
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    Consistent with the requirements of the PRA, FinCEN carefully 
considered the comments received in response to the 60-day notice that 
proposed the BOIR Form for public comment. Notably, commenters were 
uniformly critical of the checkboxes that would allow a reporting 
company to indicate if certain information about a beneficial owner or 
company applicant is ``unknown,'' or if the reporting company is unable 
to identify information about a beneficial owner or company applicant. 
Commenters referred to these checkboxes as the ``unknown checkboxes.'' 
A significant number of these comments expressed concern that the 
checkboxes would incorrectly suggest to filers that it is optional to 
report required information, and that reporting companies need not 
conduct a diligent inquiry to comply with their reporting obligations. 
These commenters requested that FinCEN remove all such checkboxes.
    In response to the comments, FinCEN is pursuing a revised approach 
to the BOIR Form that will not contain unknown checkboxes. This 
approach will consist of a first implementation will be used starting 
January 1, 2024, and a potential alternative implementation, which may 
be adopted a later date following feedback from filers, law enforcement 
agencies, and other key stakeholders. In the first implementation, it 
will require every field to be completed (i.e., have responses entered 
in text boxes), and the BOIR Form can only be submitted once each 
required field has been filled out. Any field left blank, whether 
intentionally or accidentally, will prevent the filer from submitting 
their BOIR Form. It is our hope that filers will find the filing 
process to be seamless, users of the database will determine that the 
information collected is accurate, and all stakeholders, including law 
enforcement, will find this implementation to be sufficiently 
straightforward, transparent, and efficient. Throughout the months 
after this approach is implemented, FinCEN will seek continual feedback 
from filers and database users.
    FinCEN is cognizant that reporting companies could face 
difficulties in obtaining information promptly. To better understand 
this potential concern, FinCEN consulted with behavioral scientists at 
the General Services Administration, technology experts at the 
Department of the Treasury, and various others throughout the U.S. 
Government (USG) who have expertise around these issues. The 
consultations highlighted potential, though not inevitable, pitfalls in 
not providing an explanatory mechanism in the BOIR Form when a filer is 
unable to obtain certain required information. This might inadvertently 
discourage reporting companies from filing in a timely manner (or 
filing at all) because they do not have sufficient information. It may 
also incentivize reporting companies to file meaningless or untruthful 
information in certain fields to make a deadline. These difficulties 
also have the potential to significantly increase the volume of 
inquiries to FinCEN's Contact Center \5\ from reporting companies that 
seek clarification of the filing requirements when they are unable to 
obtain BOI.
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    \5\ FinCEN expects to establish a Contact Center prior to 
January 1, 2024, to field questions about the BOI reporting 
requirements from reporting companies and other stakeholders.
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    Bearing these potential concerns in mind, in addition to feedback 
from filers and database users in the months following implementation 
on January 1, 2024, FinCEN may consider an alternative implementation. 
The alternative implementation would have the same response fields that 
require the same information to be reported, and reporting companies 
would be required to provide accurate responses in every field to 
submit a filing. However, this implementation would provide a mechanism 
for filers to temporarily indicate if they are unable to provide 
certain information for certain reasons. Specifically, there would be a 
drop-down option in the Beneficial Owner(s) section that would allow 
filers to specify one of a few reasons why they are temporarily unable 
to provide a piece of information about a beneficial owner. FinCEN is 
considering several drop-down options, including (but not limited to): 
``Cannot Contact BO''; ``BO Unresponsive''; ``BO Refused to Provide''; 
and ``Third Party Refused to Provide.'' Drop-down options will not be 
included in the other sections of the form (i.e., Reporting Company 
Section and Company Applicant(s) Section). Forms whose filers select a 
drop-down option will be accepted into the filing system but will still 
be considered incomplete and non-compliant filings. Forms will only be 
considered complete and compliant once the missing information is 
subsequently added, the drop-down option is removed from each field, 
and the form is updated. FinCEN will be seeking feedback from database 
users, including filers and law enforcement on these options.
    The advantage of the drop-down options would be to allow reporting 
companies to immediately submit all information available to them and 
indicate the specific reason why certain information is not available 
at the time of temporary filing. The drop-down options would not excuse 
reporting companies of their obligation to submit complete and truthful 
written responses for each field by the applicable filing deadline; all 
fields must be filled out before a reporting company has satisfied its 
reporting obligations.
    The benefit of this implementation would be to: (1) provide a 
mechanism for the collection of some beneficial ownership information 
that would be of immediate use to law enforcement agencies and other 
authorized users of BOI; (2) provide insight into any common 
difficulties that might arise so that FinCEN can potentially provide 
guidance, frequently asked questions (FAQs), or follow-up with 
reporting companies or beneficial owners; and (3) provide notice for 
FinCEN that an incomplete report has been submitted and facilitate 
appropriate related follow-up. Further, in both implementations, FinCEN 
intends to make clear on the BOIR Form that reporting companies must 
provide all required information to satisfy their reporting 
obligations.
    FinCEN's potential adoption of the drop-down implementation will be 
informed by feedback from stakeholders, including filers and law 
enforcement agencies. The filer experience, the usefulness of 
information for law enforcement, and the overall quality of the data 
reported to FinCEN will be some of the key metrics taken into 
consideration. Ultimately, any decision to adopt the alternative 
implementation with drop-down options, should it be pursued at all, 
would only be made after careful analysis of the initial 
implementation.
    Equally as important, should FinCEN adopt the alternative 
implementation, FinCEN will issue guidance well in advance of any 
change and there will only ever be one of the implementations ``live'' 
that filers can see and use. FinCEN believes that this revised approach 
will best address the feedback from commenters and maintain appropriate 
flexibility to adapt the BOIR Form to meet the needs of filers,

[[Page 67445]]

database users, and other important stakeholders based on what FinCEN 
learns after the system becomes operational.
    As previously stated, in both implementations of the form, FinCEN 
will make clear that reporting companies must provide all required 
information to satisfy their reporting obligations. The BOIR Form will 
include tool tips (i.e., text boxes that will be displayed over a BOIR 
field or section), which will convey instructions, requirements, 
instructions, and clarifying information to assist the filer. The BOIR 
Form will also include a certification whereby filers must certify that 
the information furnished is true, correct, and complete. There will be 
compliance reminders, both in the BOIR Form and outside of it, that 
will remind filers about their obligation to report complete and 
updated BOI to FinCEN. FinCEN will also address this requirement in 
guidance documents and other materials, such as press releases, 
briefings, and FAQs.
    Form: Beneficial ownership information report (BOIR).
    Affected Public: Domestic entities that are: (1) corporations; (2) 
limited liability companies; or (3) created by the filing of a document 
with a secretary of state or any similar office under the law of a 
state or Indian tribe. Foreign entities that are: (1) corporations, 
limited liability companies, or other entities; (2) formed under the 
law of a foreign country; and (3) registered to do business in any 
state or Tribal jurisdiction by the filing of a document with a 
secretary of state or any similar office under the laws of a state or 
Indian tribe. The rule does not require corporations, limited liability 
companies, or other entities that are described in any of 23 specific 
exemptions \6\ to file BOIRs, except that certain foreign legal 
entities that qualify as pooled investment vehicles must report the BOI 
of an individual who exercises substantial control over the pooled 
investment vehicle.\7\
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    \6\ See 31 CFR 1010.380(c)(2).
    \7\ See 31 CFR 1010.380(b)(2)(iii). The special reporting rule 
for foreign pooled investment vehicle specifies that, ``[i]f more 
than one individual exercises substantial control over the entity, 
the entity shall report information with respect to the individual 
who has the greatest authority over the strategic management of the 
entity.''
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    Estimated Number of Respondents: As explained in detail in the 
final BOI reporting rule regulatory impact analysis (RIA), the number 
of entities that are reporting companies is difficult to estimate.\8\ 
FinCEN assumes that all entities created or registered prior to the 
effective date of January 1, 2024, that are subject to the BOI 
reporting requirement will submit their initial BOIRs in Year 1 (2024), 
as required by the rule. Therefore, FinCEN estimates that 32,556,929 
entities will submit initial BOIRs in Year 1 (2024).\9\ In Year 2 
(2025) and beyond, FinCEN estimates that the number of initial BOIRs 
filed will be 4,998,468 per year, which is the same estimate as the 
number of new entities per year that meet the definition of reporting 
company and are not exempt.\10\ The total five-year average of expected 
initial BOIRs is 10,510,160. In order to estimate the total burden 
hours and costs associated with the reporting requirement, FinCEN 
further assesses a distribution of the reporting companies' beneficial 
ownership structure. FinCEN assumes that 59 percent of reporting 
companies will have a simple structure (i.e., 1 beneficial owner who is 
also the company applicant), 36.1 percent will have an intermediate 
structure (i.e., 4 beneficial owners and 1 company applicant), and 4.9 
percent will have a complex structure (i.e., 8 beneficial owners and 2 
company applicants). FinCEN estimates that 6,578,732 updated BOIRs will 
be filed in Year 1 (2024), and 14,456,452 BOIRs will be filed annually 
in Year 2 (2025) and beyond.\11\ The total five-year average of 
expected updated BOIRs is 12,880,908.
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    \8\ Refer to the final BOI reporting rule RIA for a detailed 
description of these estimates. See 87 FR 59589 (Sept. 30, 2022).
    \9\ Refer to the final BOI reporting rule RIA cost analysis for 
the underlying sources and analysis related to this estimate. See 87 
FR 59562-59579 (Sept. 30, 2022).
    \10\ Refer to the final BOI reporting rule RIA cost analysis for 
the underlying sources and analysis related to this estimate. As 
noted therein, for analysis purposes FinCEN assumes that the number 
of new entities per year from years 2 through 10 (2025 to 2033) will 
be the same as the 2024 new entity estimate, which accounts for a 
growth factor of 13.1 percent per year from the date of the 
underlying source (2020) through 2024. Annually thereafter, FinCEN 
assumes no change in the number of new entities. FinCEN provides an 
alternative cost analysis in the conclusion section where the 13.1 
percent growth factor continues throughout the entire 10-year time 
horizon of the analysis (i.e., through 2033). However, this growth 
factor is possibly an overestimate given that it is a based on a 
relatively narrow timeframe of data (two years). See 87 FR 59562-
59579 (Sept. 30, 2022).
    \11\ Refer to the final BOI reporting rule RIA cost analysis for 
the underlying sources and analysis related to these estimates. See 
87 FR 59562-59579 (Sept. 30, 2022).
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    Frequency of Response: As required.\12\
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    \12\ For BOI reports, there is an initial filing and subsequent 
filings; the latter are required as information changes or if 
previously reported information was incorrect.
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    Estimated Time per Respondent: FinCEN is relying on the analysis of 
the estimated time burden per respondent in the final BOI reporting 
rule, which accounts for comments received to the notice of proposed 
rulemaking (NPRM) that preceded the final BOI reporting rule.\13\ 
Considering the comments and the final BOI reporting rule, it is 
apparent that the time burden for filing initial BOI reports will vary 
depending on the complexity of the reporting company's structure. 
FinCEN therefore estimates a range of time burdens associated with 
filing an initial BOIR to account for the likely variance among 
reporting companies. FinCEN estimates the average burden of reporting 
BOI as 90 minutes per response for reporting companies with simple 
beneficial ownership structures (40 minutes to read the form and 
understand the requirement, 30 minutes to identify and collect 
information about beneficial owners and company applicants, and 20 
minutes to fill out and file the report, including attaching an image 
of an acceptable identification document for each beneficial owner and 
company applicant). FinCEN estimates the average burden of reporting 
BOI as 650 minutes per response for reporting companies with complex 
beneficial ownership structures (300 minutes to read the form and 
understand the requirement, 240 minutes to identify and collect 
information about beneficial owners and company applicants, and 110 
minutes to fill out and file the report, including attaching an image 
of an acceptable identification document for each beneficial owner and 
company applicant). FinCEN estimates the average burden of updating 
such reports for reporting companies with simple beneficial ownership 
structures as 40 minutes per update (20 minutes to identify and collect 
information about beneficial owners or company applicants and 20 
minutes to fill out and file the update). FinCEN estimates the average 
burden of updating such reports for reporting companies with complex 
beneficial ownership structures as 170 minutes per update (60 minutes 
to identify and collect information about beneficial owners or company 
applicants and 110 minutes to fill out and file the update). FinCEN 
also assesses that reporting companies with intermediate beneficial 
ownership structures will have a time burden that is the average of the 
time burden for reporting companies with simple structures and those 
with complex structures.
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    \13\ 86 FR 69920 (Dec. 8, 2021).
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    Estimated Total Reporting Burden Hours: FinCEN estimates that 
during Year 1 (2024), the filing of initial BOIRs will result in 
approximately 118,572,335 burden hours for reporting

[[Page 67446]]

companies.\14\ In Year 2 (2025) and beyond, FinCEN estimates that the 
filing of initial BOIRs will result in 18,204,421 burden hours annually 
for new reporting companies.\15\ The five-year average of burden hours 
for initial BOIRs is 38,278,004 hours. FinCEN estimates that filing 
updated BOIRs in Year 1 (2024) will result in approximately 7,657,096 
burden hours for reporting companies.\16\ In Year 2 (2025) and beyond, 
the estimated number of burden hours for updated reports will be 
16,826,105.\17\ The five-year average of burden hours for updated BOIRs 
is 14,992,203 hours. The total five-year average of burden hours for 
BOIRs is 53,270,307.
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    \14\ ((0.59 x 32,556,929) x (90/60)) + ((0.361 x 32,556,929) x 
(370/60)) + ((0.049 x 32,556,929) x (650/60)) = 118,572,335.
    \15\ ((0.59 x 4,998,468) x (90/60)) + ((0.361 x 4,998,468) x 
(370/60)) + ((0.049 x 4,998,468) x (650/60)) = 18,204,421.
    \16\ ((0.59 x 6,578,732) x (40/60)) + ((0.361 x 6, 578,732) x 
(105/60)) + ((0.049 x 6, 578,732) x (170/60)) = 7,657,096.
    \17\ ((0.59 x 14,456,452) x (40/60)) + ((0.361 x 14,456,452) x 
(105/60)) + ((0.049 x 14,456,452) x (170/60)) = 16,826,105.
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    Estimated Total Reporting Cost: Considering the comments received 
in response to the NPRM, the final BOI reporting rule states that the 
costs for filing initial BOIRs will vary depending on the complexity of 
a reporting company's structure. FinCEN therefore estimates a range of 
costs associated with filing an initial BOIR to account for the likely 
variance among reporting companies. FinCEN estimates the average cost 
of filing an initial BOIR per reporting company to be a range of $85.14 
for entities with simple beneficial ownership structures to $2,614.87 
for entities with complex beneficial ownership structures.\18\ FinCEN 
estimates the average cost of filing an updated BOIR per reporting 
company to be $37.84 to $560.81.\19\
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    \18\ (90/60) x $56.76 = $85.14 and ((650/60) x $56.76) + $2,000 
= $2,614.87.
    \19\ (40/60) x $56.76 = $37.84 and ((170/60) x $56.76) + $400 = 
$560.81.
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    For initial BOIRs, the range of total costs in Year 1 (2024), 
assuming for the lower bound that all reporting companies are simple 
structures and assuming for the upper bound that all reporting 
companies are complex structures, is $2.8 billion to $85.1 billion.\20\ 
Applying the distribution of reporting companies' structures explained 
in connection with Table 1 of the RIA, FinCEN calculates total costs in 
Year 1 (2024) of initial BOIRs to be $21.7 billion.\21\ In Year 2 
(2025) and onward, in which FinCEN assumes that initial BOIRs will be 
filed by newly created entities, the range of total costs is $425.6 
million to $13.1 billion annually.\22\ Applying the reporting 
companies' structure distribution, the estimated total cost of initial 
BOIRs annually in Year 2 (2025) and onward is $3.3 
billion.<SUP>23 24</SUP>
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    \20\ (32,556,929 x $85.14) = $2,771,769,963.58 and (32,556,929 x 
$2,614.87) = $85,132,196,638.53.
    \21\ ((0.59 x 32,556,929) x $85.14) + ((0.361 x 32,556,929) x 
$1,350.00) + ((0.049 x 32,556,929) x $2,614.87) = 
$21,673,487,885.48.
    \22\ (4,998,468 x $85.14) = $425,550,075.79 and (4,998,468 x 
$2,614.87) = $13,070,353,315.07.
    \23\ ((0.59 x 4,998,468) x $85.14) + ((0.361 x 4,998,468) x 
$1,350.00) + ((0.049 x 4,998,468) x $2,614.87) = $3,327,532,419.21.
    \24\ FinCEN assumes that each reporting company will make one 
initial BOIR. Given the implementation period of one year to comply 
with the rule for entities that were formed or registered prior to 
the effective date of the final BOI reporting rule, FinCEN assumes 
that all the entities that meet the definition of reporting company 
will submit their initial BOIRs in Year 1 (2024), totaling 32.6 
million reports. Additionally, FinCEN has applied a 6.83 percent 
growth factor each year since the date of the underlying source 
(2020) to account for the creation of new entities. For analysis 
purposes, FinCEN assumes that the number of new entities per year 
from years 2 through 10 (2025 to 2033) will be the same as the 2024 
new entity estimate, which accounts for a growth factor of 13.1 
percent per year from the date of the underlying source (2020) 
through 2024. Annually thereafter, FinCEN assumes no change in the 
number of new entities. FinCEN provides an alternative cost analysis 
in the conclusion section where the 13.1 percent growth factor 
continues throughout the entire 10-year time horizon of the analysis 
(i.e., through 2033). However, this growth factor is possibly an 
overestimate given that it is a based on a relatively narrow 
timeframe of data (two years).
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    For updated BOIRs, the range of total costs in Year 1 (2024), 
assuming for the lower bound that all reporting companies are simple 
structures and assuming for the upper bound that all reporting 
companies are complex structures, is $249 million to $3.7 billion.\25\ 
Applying the distribution of reporting companies' structures, FinCEN 
calculates total costs in Year 1 (2024) of updated BOIRs to be $1 
billion.\26\ In Year 2 (2025) and onward, the range of total costs is 
$547 million to $8.1 billion annually.\27\ Applying the reporting 
companies' structure distribution, the estimated total cost of updated 
BOIRs annually in Year 2 (2025) and onward is $2.3 billion.\28\ The 
total five-year average of costs is $6,996,732,512 for initial BOIRs 
and $2,033,391,518 for updated BOIRs.
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    \25\ (6,578,732 x $37.84) = $248,927,811.14 and (6,578,732 x 
$560.81) = $3,689,435,948.74.
    \26\ ((0.59 x 6,578,732) x $37.84) + ((0.361 x 6,578,732) x 
$299.33) + ((0.049 x 6,578,732) x $560.81) = $1,038,524,428.72.
    \27\ (14,456,452 x $37.84) = $547,007,086.12 and (14,456,452 x 
$560.81) = $8,107,360,919.04.
    \28\ ((0.59 x 14,456,452) x $37.84) + ((0.361 x 14,456,452) x 
$299.33) + ((0.049 x 14,456,452) x $560.81) = $2,282,108,290.77.
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    Please note, there are no non-labor costs associated with these 
collections of information, because FinCEN assumes that reporting 
companies already have the necessary equipment and tools to comply with 
the regulatory requirements.

Request for Comments

    An agency may not conduct or sponsor, and a person is not required 
to respond to, a collection of information unless it displays a valid 
OMB control number. All comments will become a matter of public record. 
Comments are invited on: (a) whether the collection of information is 
necessary for the proper performance of the functions of the agency, 
including whether the information shall have practical utility; (b) the 
accuracy of the agency's estimate of the burden of the collection of 
information; (c) ways to enhance the quality, utility, and clarity of 
the information to be collected; (d) ways to minimize the burden of the 
collection of information on respondents, including through the use of 
technology; and (e) estimates of capital or start-up costs and costs of 
operation, maintenance, and purchase of services required to provide 
information.
    Authority: 44 U.S.C. 3501 et seq.

Spencer W. Clark,
Treasury PRA Clearance Officer.

Appendix--Beneficial Ownership Information (BOI) Report Summary of Data 
Fields

    Note:  Lines that must be filled in for a report to be accepted 
are identified with the * symbol next to the line number. Italicized 
text provides a description and/or explanation of lines and response 
options for purposes of this PRA notice.

Filing Information

1. * Type of filing (check only one box for lines 1a-1d)
    a. Initial report (check if reporting for the first time: if 
this box is checked, proceed to line 2)
    b. Correct prior report (check to amend information that was 
inaccurate and/or incomplete when reported in a prior report; if 
this box is checked, then you must fill out lines 1e-1h (Reporting 
Company information associated with most recent report))
    c. Update prior report (check to report a change in beneficial 
ownership information; if this box is checked, then you must fill 
out lines 1e-1h (Reporting Company information associated with most 
recent report))
    d. Newly exempt entity (check if company previously filed a 
report and now qualifies for an exemption to the definition of 
Reporting Company; if this box is checked, then you must fill out 
lines 1e-1h (Reporting Company

[[Page 67447]]

information associated with most recent report) and no other lines 
in the report)
    Reporting Company information associated with most recent 
report, if any: (when the type of filing is ``Correct prior report'' 
(line 1b), ``Update prior report'' (line 1c), or ``Newly exempt 
entity'' (line 1d), lines 1e-1h must be completed in order to link 
the new filing to the previous filing)
    e. Legal name
    f. Tax identification type (select one from list of options)
    [ssquf] EIN (Employer Identification Number)
    [ssquf] SSN/ITIN (Social Security Number/Individual Taxpayer 
Identification Number)
    [ssquf] Foreign
    g. Tax identification number
    h. Country/Jurisdiction (if foreign tax ID only) (select from 
list of countries/jurisdictions)
2. Date prepared (auto-filled when form is finalized) (line 2 
populates automatically with the date when the filer selects 
``Finalize'' on the form)

Part I. Reporting Company Information

3. Request to receive FinCEN Identifier (FinCEN ID) (check the box 
to receive a FinCEN ID)
4. Foreign pooled investment vehicle (check the box if Reporting 
Company is a foreign pooled investment vehicle)
Full legal name and alternate name(s):
5. * Reporting Company legal name
6. Alternate name (e.g., trade name, DBA) (multiple alternate names 
may be reported)
Form of identification:
7. * Tax identification type (select one from list of options)
    [ssquf] EIN (Employer Identification Number)
    [ssquf] SSN/ITIN (Social Security Number/Individual Taxpayer 
Identification Number)
    [ssquf] Foreign
8. * Tax identification number
9. Country/Jurisdiction (if foreign tax ID only) (select from list 
of countries/jurisdictions)
Jurisdiction of formation or first registration:
10. * a. Country/Jurisdiction of formation (select from list of 
countries/jurisdictions, including the United States, each U.S. 
Territory,\1\ and all foreign countries. If United States is 
selected, complete lines 10b, 10c, or 10d as applicable; if a U.S. 
Territory is selected, line 10b populates automatically with the 
selected U.S. Territory; if a foreign country is selected, complete 
lines 10e, 10f, or 10g as applicable.)
---------------------------------------------------------------------------

    \1\ U.S. Territories are considered part of the United States 
for purposes of determining the reporting obligations of domestic 
and foreign Reporting Companies. However, per ISO standard 3166-1, 
U.S. Territories are listed as jurisdictions separate from the 
United States for database management purposes.
---------------------------------------------------------------------------

Domestic Reporting Company:
    b. State of formation (select from list of U.S. States; if a 
U.S. Territory was selected in line 10a, line 10b populates 
automatically with the selected U.S. Territory)
    c. Tribal jurisdiction of formation (select from list of Tribes 
and ``Other Tribe'')
    d. Name of the other Tribe (enter name of the other Tribe not 
included in list for line 10c, only available if ``Other Tribe'' 
selected in line 10c)
    Foreign Reporting Company:
    e. State of first registration (select from list of U.S. States 
and U.S. Territories)
    f. Tribal jurisdiction of first registration (select from list 
of Tribes and ``Other Tribe'')
    g. Name of the other Tribe (enter name of the other Tribe not 
included in list for line 10f, only available if ``Other Tribe'' 
selected in line 10f)
Current U.S. address (street address):
11. * Address (number, street, and apt. or suite no.)
12. * City
13. * U.S. or U.S. Territory (select U.S.; or U.S. Territory from 
list of U.S. Territories)
14. * State (select from list of U.S. States; if a U.S. Territory 
was selected in line 13, line 14 populates automatically with the 
selected U.S. Territory)
15. * ZIP Code
16. Existing Reporting Company (check if Reporting Company was 
created or registered before January 1, 2024) (if this box is 
checked, then Company Applicant information is not required, proceed 
to Part III)

Part II. Company Applicant Information

(report up to two Company Applicants, lines 17-32 are repeated for 
each Company Applicant; if Existing Reporting Company was checked in 
line 16, Company Applicant information is not required, proceed to 
Part III.)
Company Applicant FinCEN ID:
17. FinCEN ID (if FinCEN Identifier is not provided, information 
about the Company Applicant must be provided in the lines below)
Full legal name and date of birth:
18. * Individual's last name
19. * First name
20. Middle name (required if the Company Applicant has a middle 
name)
21. Suffix (required if the Company Applicant's name has a suffix)
22. * Date of birth
Current address (street address):
23. * Address type (check the appropriate box for lines 23a or 23b)
    a. Business address
    b. Residential address
24. * Address (number, street, and apt. or suite no.)
25. * City
26. * Country/Jurisdiction (select from list of countries/
jurisdictions)
27. * State (select from list when United States, Canada, or Mexico 
was selected in line 26; if a U.S. Territory was selected in line 
26, line 27 populates automatically with the selected U.S. 
Territory; if a foreign country was selected in line 26, line 27 
remains empty)
28. * ZIP/Foreign postal code
Form of identification and issuing jurisdiction:
29. * Identifying document type (select one from list of lines 29a-
29d)
    a. State-issued driver's license
    b. State/local/Tribe-issued ID
    c. U.S. passport
    d. Foreign passport (may only be provided if individual does not 
possess document type listed in line 29a, 29b, or 29c.)
30. * Identifying document number
31. * Identifying document issuing jurisdiction (select country/
jurisdiction in line 31a and complete lines 31b-31d if applicable)
    a. Country/Jurisdiction (select from list of countries/
jurisdictions)
    b. State (select from list when the United States was selected 
in line 31a and the identifying document is issued by a State; if a 
U.S. Territory was selected in line 31a, line 31b populates 
automatically with the selected U.S. Territory; if a foreign country 
was selected in line 31a, line 31b remains empty)
    c. Local/Tribal (select from list when the United States was 
selected in line 31a and the identifying document is issued by a 
local jurisdiction or Tribe; if local jurisdiction or Tribe is not 
included in list, select ``Other'' and go to line 31d; if a U.S. 
territory or foreign country was selected in line 31a, line 31c 
remains empty)
    d. Other local/Tribal name (only available if ``Other'' selected 
in line 31c; enter name of local jurisdiction or Tribe that was not 
included in the list for line 31c)
32. * Identifying document image (attach image of identifying 
document referred to in lines 30-32) (instructions on upload process 
will be provided here)

Part III. Beneficial Owner Information

(multiple Beneficial Owners may be reported, lines 33-49 are 
repeated for each Beneficial Owner)
33. Parent/Guardian information instead of minor child (check if the 
Beneficial Owner is a minor child and the parent/guardian 
information is provided instead)
Beneficial Owner FinCEN ID:
34. FinCEN ID (if FinCEN Identifier is not provided, information 
about the Beneficial Owner must be provided in the lines below)
Exempt entity:
35. Exempt entity (check the box when an exempt entity is being 
reported in lieu of a Beneficial Owner's information; if checked, 
provide the legal name of the exempt entity in line 36, and lines 
37-39 are grayed out)
Full legal name and date of birth:
36. * Individual's last name (or entity's legal name if line 35 box 
is checked)
37. * First name
38. Middle name (required if the Beneficial Owner has a middle name)
39. Suffix (required if the Beneficial Owner's name has a suffix)
40. * Date of birth
Residential address (street address):
41. * Address (number, street, and apt. or suite no.)
42. * City

[[Page 67448]]

43. * Country/Jurisdiction (select from list of countries/
jurisdictions)
44. * State (select from list when United States, Canada, or Mexico 
was selected in line 43; if a U.S. Territory was selected in line 
43, line 44 populates automatically with the selected U.S. 
Territory; if a foreign country was selected in line 43, line 44 
remains empty)
45. * ZIP/Foreign postal code
Form of identification and issuing jurisdiction:
46. * Identifying document type (select one from list of lines 46a-
46d)
    a. State-issued driver's license
    b. State/local/Tribe-issued ID
    c. U.S. passport
    d. Foreign passport (may only be provided if individual does not 
possess document type listed in line 46a, 46b, or 46c)
47. * Identifying document number
48. * Identifying document issuing jurisdiction (select country/
jurisdiction in line 48a and complete lines 48b-48d if applicable)
    a. Country/Jurisdiction (select from list of countries/
jurisdictions)
    b. State (select from list when the United States was selected 
in line 48a and the identifying document is issued by a State; if a 
U.S. Territory was selected in line 48a, line 48b populates 
automatically with the selected U.S. Territory; if a foreign country 
was selected in line 48a, line 48b remains empty)
    c. Local/Tribal (select from list when the United States was 
selected in line 48a and the identifying document is issued by a 
local jurisdiction or Tribe (if local jurisdiction or Tribe is not 
included in the list, select ``Other'' and go to line 48d); if a 
U.S. Territory or foreign country was selected in line 48a, line 48c 
remains empty)
    d. Other local/Tribal name (only available if ``Other'' selected 
in line 48c; enter name of local jurisdiction or Tribe that was not 
included in list for line 48c)
49. * Identifying document image (attach image of identifying 
document referred to in in lines 46-48) (instructions on upload 
process will be provided here)

Summary of Data Fields for the Potential Second Implementation: Part 
III (Beneficial Owner Information)

Part III. Beneficial Owner Information

(multiple Beneficial Owners may be reported, lines 33-49 are 
repeated for each Beneficial Owner)
33. Parent/Guardian information instead of minor child (check if the 
Beneficial Owner is a minor child and the parent/guardian 
information is provided instead)
Beneficial Owner FinCEN ID:
34. FinCEN ID (if FinCEN Identifier is not provided, information 
about the Beneficial Owner must be provided in the lines below)
Exempt entity:
35. Exempt entity (check the box when an exempt entity is being 
reported in lieu of a Beneficial Owner's information; if checked, 
provide the legal name of the exempt entity in line 36, and lines 
37-39 are grayed out)
Full legal name and date of birth:
36. * Individual's last name (or entity's legal name if line 35 box 
is checked)
    z. (if you are not able to obtain this information about the 
Beneficial Owner, select the appropriate reason from the drop-down 
list of values \2\)
---------------------------------------------------------------------------

    \2\ FinCEN is considering several drop-down options, including 
(but not limited to): ``Cannot Contact BO''; ``BO Unresponsive''; 
``BO Refused to Provide''; and ``Third Party Refused to Provide.''
---------------------------------------------------------------------------

37. * First name
    z. (if you are not able to obtain this information about the 
Beneficial Owner, select the appropriate reason from the drop-down 
list of values)
38. Middle name (required if the Beneficial Owner has a middle name)
39. Suffix (required if the Beneficial Owner's name has a suffix)
40. * Date of birth
    z. (if you are not able to obtain this information about the 
Beneficial Owner, select the appropriate reason from the drop-down 
list of values)
Residential address (street address):
41. * Address (number, street, and apt. or suite no.)
    z. (if you are not able to obtain this information about the 
Beneficial Owner, select the appropriate reason from the drop-down 
list of values)
42. * City
    z. (if you are not able to obtain this information about the 
Beneficial Owner, select the appropriate reason from the drop-down 
list of values)
43. * Country/Jurisdiction (select from list of countries/
jurisdictions)
    z. (if you are not able to obtain this information about the 
Beneficial Owner, select the appropriate reason from the drop-down 
list of values)
44. * State (select from list when United States, Canada, or Mexico 
was selected in line 43; if a U.S. Territory was selected in line 
43, line 44 populates automatically with the selected U.S. 
Territory; if a foreign country was selected in line 43, line 44 
remains empty)
    z. (if you are not able to obtain this information about the 
Beneficial Owner, select the appropriate reason from the drop-down 
list of values)
45. * ZIP/Foreign postal code
    z. (if you are not able to obtain this information about the 
Beneficial Owner, select the appropriate reason from the drop-down 
list of values)
Form of identification and issuing jurisdiction:
46. * Identifying document type (select one from list of lines 46a-
46d)
    e. State-issued driver's license
    f. State/local/Tribe-issued ID
    g. U.S. passport
    h. Foreign passport (may only be provided if individual does not 
possess document type listed in line 46a, 46b, or 46c)
    z. (if you are not able to obtain this information about the 
Beneficial Owner, select the appropriate reason from the drop-down 
list of values)
47. * Identifying document number
    z. (if you are not able to obtain this information about the 
Beneficial Owner, select the appropriate reason from the drop-down 
list of values)
48. * Identifying document issuing jurisdiction (select country/
jurisdiction in line 48a and complete lines 48b-48d if applicable)
    b. Country/Jurisdiction (select from list of countries/
jurisdictions)
    z. (if you are not able to obtain this information about the 
Beneficial Owner, select the appropriate reason from the drop-down 
list of values)
    c. State (select from list when the United States was selected 
in line 48a and the identifying document is issued by a State; if a 
U.S. Territory was selected in line 48a, line 48b populates 
automatically with the selected U.S. Territory; if a foreign country 
was selected in line 48a, line 48b remains empty)
    z. (if you are not able to obtain this information about the 
Beneficial Owner, select the appropriate reason from the drop-down 
list of values)
    c. Local/Tribal (select from list when the United States was 
selected in line 48a and the identifying document is issued by a 
local jurisdiction or Tribe (if local jurisdiction or Tribe is not 
included in the list, select ``Other'' and go to line 48d); if a 
U.S. Territory or foreign country was selected in line 48a, line 48c 
remains empty)
    z. (if you are not able to obtain this information about the 
Beneficial Owner, select the appropriate reason from the drop-down 
list of values)
    d. Other local/Tribal name (only available if ``Other'' selected 
in line 48c; enter name of local jurisdiction or Tribe that was not 
included in list for line 48c)
49. * Identifying document image (attach image of identifying 
document referred to in in lines 46-48) (instructions on upload 
process will be provided here) (if you are not able to obtain this 
information about the Beneficial Owner, select the appropriate 
reason from the drop-down list of values)

[FR Doc. 2023-21293 Filed 9-28-23; 8:45 am]
BILLING CODE 4810-02-P


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