Federal Register / Vol. 88, No. 215 / Wednesday, November 8, 2023 / Rules and Regulations 76995 

1Treasury, FinCEN, Beneficial Ownership 

Information Reporting Requirements, 87 FR 59498 

(Sept. 30, 2022). 

2See U.S. Department of the Treasury (Treasury), 

FinCEN, Beneficial Ownership Information 

Reporting Requirements, 86 FR 69920 (December 8, 

2021). 3The Reporting Rule is the first in a series of 

rulemakings to implement the CTA, enacted on 

January 1, 2021, as part of the Anti-Money 

Laundering Act of 2020 and codified at 31 U.S.C. 

5336. 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) (the NDAA). Division F of the NDAA is the 

Anti-Money Laundering Act of 2020, which 

includes the CTA. 

4See 31 U.S.C. 5336(a)(11). 

5See Treasury, FinCEN, Beneficial Ownership 

Information Reporting Requirements, 87 FR 59498, 

59498–99 (Sept. 30, 2022). 

6Public Law 116–283, Section 6402 (Jan. 1, 2021). 

7 87 FR 77404 (Dec. 16, 2022). 

8 31 U.S.C. 5336(b)(3). 

9 31 U.S.C. 5336(b)(3)(C). 

DEPARTMENT OF THE TREASURY 

Financial Crimes Enforcement Network 

31 CFR Part 1010 

RIN 1506–AB49 

Use of FinCEN Identifiers for Reporting 

Beneficial Ownership Information of 

Entities 

AGENCY: Financial Crimes Enforcement 

Network (FinCEN), Treasury. 

ACTION: Final rule. 

SUMMARY: FinCEN is issuing a final rule 

to specify when and how entities 

required to report beneficial ownership 

information to FinCEN may use a 

FinCEN identifier to report the 

beneficial ownership information of 

certain related entities. These 

regulations amend FinCEN’s Beneficial 

Ownership Information Reporting 

Requirements Rule, which implements 

Section 6403 of the Corporate 

Transparency Act (CTA). The CTA was 

enacted into law as part of the AntiMoney Laundering Act of 2020 (AML 

Act), which is itself part of the National 

Defense Authorization Act for Fiscal 

Year 2021 (NDAA). 

DATES: This rule is effective January 1, 

2024. 

FOR FURTHER INFORMATION CONTACT: The 

FinCEN Regulatory Support Section at 

1–800–767–2825 or electronically at 

frc@fincen.gov. 

SUPPLEMENTARY INFORMATION: 

I. Introduction 

This final rule sets out certain 

amendments to FinCEN’s Beneficial 

Ownership Information Reporting 

Requirements Rule 1 (the Final 

Reporting Rule), which implements 

Section 6403 of the Corporate 

Transparency Act (CTA), to specify 

when and how entities required to 

report beneficial ownership information 

(BOI) to FinCEN may use a FinCEN 

identifier to report the BOI of certain 

related entities. The amendments 

specify how such entities may use an 

entity’s FinCEN identifier to fulfill their 

BOI reporting obligations under 31 CFR 

1010.380. 

II. Background 

On December 8, 2021, FinCEN 

published a notice of proposed 

rulemaking for the Beneficial 

Ownership Information Reporting 

Requirements (the Reporting NPRM).2

The Reporting NPRM proposed 

regulations specifying what BOI must be 

reported to FinCEN pursuant to CTA 

requirements, by whom, and when. In 

addition, the Reporting NPRM proposed 

processes for obtaining, updating, and 

using FinCEN identifiers. The Reporting 

NPRM included a 60-day comment 

period, which closed on February 7, 

2022, and FinCEN received over 240 

comments on the NPRM, including 

multiple comments about the proposed 

processes for obtaining, updating, and 

using FinCEN identifiers. 

On September 30, 2022, FinCEN 

published the Final Reporting Rule, 

with an effective date of January 1, 

2024.3 The Final Reporting Rule 

requires certain corporations, limited 

liability companies, and other similar 

entities (collectively, ‘‘reporting 

companies’’) 4 to report certain 

identifying information about the 

beneficial owners who own or control 

such entities and the company 

applicants who form or register them.5

These requirements are intended to 

facilitate access to BOI for certain 

authorized recipients, including law 

enforcement and regulators, for the 

purposes of countering money 

laundering and the financing of 

terrorism, and for other specific 

purposes.6 The Final Reporting Rule 

requires reporting companies to report 

to FinCEN within prescribed time 

periods information about themselves, 

as well as information about two 

categories of individuals: (1) the 

beneficial owners of the reporting 

company; and (2) the company 

applicants, who are the individuals who 

filed a document to create the reporting 

company or register it to do business. 

The Final Reporting Rule also 

established the rules for individuals and 

entities to obtain and update FinCEN 

identifiers, and the rules for use of an 

individual’s FinCEN identifier. 

However, FinCEN declined to finalize 

the portion of the proposed rule 

pertaining to the use of an entity’s 

FinCEN identifier. Rather, FinCEN reproposed a small part of the Reporting 

NPRM pertaining to the use of reporting 

companies’ FinCEN identifiers for 

public comment on December 16, 2022,7

as part of the notice of proposed 

rulemaking on Beneficial Ownership 

Information Access and Safeguards, and 

Use of FinCEN Identifiers for Entities 

(the Access NPRM). 

A FinCEN identifier is a unique 

identifying number that FinCEN will 

issue to individuals who have provided 

FinCEN with their BOI and to reporting 

companies that have filed initial BOI 

reports.8 In the discussion that follows, 

FinCEN will refer to these as 

‘‘individual FinCEN identifiers’’ and 

‘‘entity FinCEN identifiers,’’ 

respectively. The Final Reporting Rule 

finalized the use of individual FinCEN 

identifiers but not the use of entity 

FinCEN identifiers. Concerning the 

latter, the CTA specifies that if an 

individual ‘‘is or may be a beneficial 

owner of a reporting company by an 

interest held by the individual in an 

entity that, directly or indirectly, holds 

an interest in the reporting company,’’ 

the reporting company may report the 

appropriate entity’s FinCEN identifier in 

lieu of providing the individual’s BOI.9

FinCEN originally proposed 

incorporating this language in the 

Reporting NPRM without significant 

alteration or clarification. Some 

commenters to the Reporting NPRM, 

however, expressed concerns that the 

use of entity FinCEN identifiers could 

obscure the identities of beneficial 

owners in a manner that might result in 

greater secrecy or incomplete or 

misleading disclosures. Several 

commenters noted that the proposed 

language could be confusing. Others 

highlighted problems that could arise 

when the FinCEN identifier is used for 

reporting companies with ownership 

structures that involve multiple 

beneficial owners and intermediate 

entities. Persuaded by these comments, 

FinCEN did not adopt the proposed 

language in the Final Reporting Rule. 

Instead, FinCEN proposed new language 

in the Access NPRM establishing how 

reporting companies could use an 

entity’s FinCEN identifier. Comments 

received in response to the Access 

NPRM both addressed this new 

proposal and raised other issues about 

entity FinCEN identifiers. 

III. Use of FinCEN Identifiers for 

Entities 

Proposed Rule. Proposed 31 CFR 

1010.380(b)(4)(ii)(B) provided that a 

reporting company may report another 


lotter on DSK11XQN23PROD with RULES1
76996 Federal Register / Vol. 88, No. 215 / Wednesday, November 8, 2023 / Rules and Regulations 

10 87 FR 77404 (Dec. 16, 2022). 11 31 U.S.C. 5336(b)(4). 

entity’s FinCEN identifier and full legal 

name in lieu of the information required 

under 31 CFR 1010.380(b)(1) with 

respect to the beneficial owners of the 

reporting company, but only if three 

conditions are met: (1) the entity has 

obtained a FinCEN identifier and 

provided that FinCEN identifier to the 

reporting company; (2) an individual is 

or may be a beneficial owner of the 

reporting company by virtue of an 

interest in the reporting company that 

the individual holds through the entity; 

and (3) the beneficial owners of the 

entity and of the reporting company are 

the same individuals.10 This proposal 

reflected FinCEN’s understanding that 

use of the entity FinCEN identifier 

would best satisfy the CTA’s overall 

statutory scheme—in which reporting 

the intermediate entity’s FinCEN 

identifier would be equivalent to 

reporting the BOI of the reporting 

company’s beneficial owners—only if 

the two entities in fact had the same 

beneficial owners. 

Comments Received. Several 

comments supported FinCEN’s 

proposed formulation for reporting 

company use of entity FinCEN 

identifiers, noting that this approach 

reduced the risk that an entity FinCEN 

identifier could be used in ways that 

would obscure a reporting company’s 

true beneficial owners. This had been a 

significant concern of commenters that 

were critical of FinCEN’s initial 

formulation in the Reporting NPRM. 

While generally supportive, two 

commenters proposed specific changes 

to the regulatory text to clarify FinCEN’s 

revised approach and to specify that an 

entity FinCEN identifier could no longer 

be used if the BOI of either the reporting 

company or the entity whose FinCEN 

identifier was reported changed such 

that the two were no longer identical. 

Other commenters, without stating a 

position on FinCEN’s proposed 

specification of three limiting criteria 

for an entity’s use of a FinCEN 

identifier, expressed skepticism about 

the wisdom or desirability of both the 

entity FinCEN identifiers and the 

individual FinCEN identifiers in 

general. Others posed specific 

implementation questions, such as how 

a reporting company can be expected to 

verify FinCEN identifier information 

provided by a beneficial owner. One 

commenter questioned the value of 

allowing use of an entity FinCEN 

identifier when an individual is ‘‘or may 

be’’ a beneficial owner of a reporting 

company by virtue of an interest held in 

an intermediate entity, notwithstanding 

the fact that the phrase is in the CTA 

itself. Finally, commenters requested 

that FinCEN permit corporate service 

providers to apply for entity FinCEN 

identifiers on others’ behalf. 

Final Rule. FinCEN adopts the 

proposed rule, with certain revisions. 

The final rule incorporates changes to 

clarify the circumstances in which an 

entity FinCEN identifier could be used. 

These changes, which were specifically 

suggested by commenters, are: (1) to 

consistently refer to the entity whose 

FinCEN identifier the reporting 

company may use as ‘‘another entity’’ or 

‘‘the other entity’’ rather than simply 

‘‘the entity,’’ in order to avoid confusion 

with the reporting company itself; and 

(2) to make clear that it is an 

individual’s ownership interest in 

another entity that allows the reporting 

company to report the other entity’s 

FinCEN identifier in lieu of the 

individual’s information. FinCEN 

considers both of these changes to 

improve the clarity of the provision and 

make it more likely that reporting 

companies will use the FinCEN 

identifier as intended. 

At the same time, however, FinCEN 

has not adopted all of the revisions 

suggested by commenters. For example, 

FinCEN has not removed the regulatory 

text that allows use of an entity FinCEN 

identifier if a beneficial owner of the 

entity ‘‘may be’’ a beneficial owner of 

the reporting company by virtue of an 

interest held in an intermediate entity. 

As noted above, the CTA expressly 

permits this, and FinCEN retains the 

clause to give effect to the principle that 

a reporting company should be able to 

report an entity FinCEN identifier when 

it has a good faith belief that the use is 

appropriate. 

FinCEN also declines to change the 

rule text to more specifically address the 

requirement that a reporting company 

update its BOI report if the beneficial 

owners of the entity whose entity 

FinCEN identifier the reporting 

company has previously reported cease 

to be the same as the beneficial owners 

of the reporting company. FinCEN 

believes that the language as proposed 

is already sufficiently clear on this 

point. The commenters who raised this 

issue correctly understand that if at any 

time the reportable beneficial owners of 

either the reporting company or the 

entity whose FinCEN identifier was 

reported changes such that the two are 

no longer identical, then the reporting 

company must file an update with 

FinCEN and can no longer report the 

relevant entity’s FinCEN identifier. That 

the commenters understood this 

requirement suggests that additional 

clarification is not necessary and, if 

appropriate, FinCEN may consider 

clarifying this requirement in the 

context of guidance or FAQs. 

Finally, with respect to the comments 

that questioned whether the entity 

FinCEN identifier would actually be of 

use or value to reporting companies, 

FinCEN has acknowledged that it can 

only speculate as to the likely rate at 

which reporting companies will request 

entity FinCEN identifiers and the 

likelihood that they will report entity 

FinCEN identifiers in lieu of 

information about individual beneficial 

owners. FinCEN will monitor 

developments on this subject closely as 

the Final Reporting Rule is 

implemented. 

IV. Regulatory Analysis 

This rule is necessary to comply with 

and implement the CTA and is 

consistent with the CTA’s statutory 

mandate that FinCEN issue regulations 

regarding access to beneficial ownership 

information.11 Specifically, the rule 

amends the BOI reporting regulations to 

implement the provision of the CTA 

regarding the use of FinCEN identifiers 

codified at 31 U.S.C. 5336(b)(3)(C). The 

amendments specify how reporting 

companies would be able to use an 

entity’s FinCEN identifier to fulfill their 

BOI reporting obligations under 31 CFR 

1010.380. In particular, the rule 

establishes a process through which a 

reporting company may report another 

reporting company’s entity FinCEN 

identifier and full legal name in lieu of 

the information otherwise required 

under 31 CFR 1010.380(b)(1), subject to 

certain limitations. 

This rule affects reporting companies 

that choose to report the entity FinCEN 

identifier of another reporting company 

in their BOI report. It may also affect 

reporting companies deciding whether 

to request an entity FinCEN identifier. 

FinCEN has analyzed the final rule as 

required under Executive Orders 12866, 

13563, and 14094, the Regulatory 

Flexibility Act, the Unfunded Mandates 

Reform Act, and the Paperwork 

Reduction Act. This final rule will not 

have an annual effect on the economy 

of $200 million or otherwise constitute 

a ‘‘significant regulatory action’’ as 

defined in section 3(f) of Executive 

Order 12866, as amended. Pursuant to 

the Regulatory Flexibility Act, FinCEN 

certifies that this rule will not have a 

significant economic impact on a 

substantial number of small entities. 

FinCEN assessed that this rule results in 

no additional costs to small entities. 

Furthermore, pursuant to the Unfunded 

Mandates Reform Act, FinCEN 

concluded that the rule will not result 


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Federal Register / Vol. 88, No. 215 / Wednesday, November 8, 2023 / Rules and Regulations 76997 

12The Unfunded Mandates Reform Act requires 

an assessment of mandates that will result in an 

annual expenditure of $100 million or more, 

adjusted for inflation. The U.S. Bureau of Economic 

Analysis reports the annual value of the gross 

domestic product (GDP) deflator in 1995, the year 

of the Unfunded Mandates Reform Act, as 71.823, 

and as 127.224 in 2022. See U.S. Bureau of 

Economic Analysis, ‘‘Table 1.1.9. Implicit Price 

Deflators for Gross Domestic Product’’ (accessed 

Friday, June 2, 2023). Thus, the inflation adjusted 

estimate for $100 million is 127.224/71.823 × 100 

= $177 million. 

13See 87 FR 59577–59578 (Sept. 30, 2022). 

14The Final Reporting Rule’s RIA did not 

estimate the number of reporting companies that 

will obtain FinCEN identifiers. A reporting 

company obtains a FinCEN identifier by either 

checking a box on its initial BOI report or 

submitting an updated BOI report with the box 

checked. Therefore, FinCEN assumed that the cost 

of reporting companies obtaining FinCEN 

identifiers was included in the initial BOI report 

cost estimates in the final BOI reporting rule RIA. 

See 87 FR 59578 (Sept. 30, 2022). 

in an expenditure of $177 million or 

more annually by State, local, and 

Tribal governments or by the private 

sector.12 Finally, FinCEN assesses that 

this rule will not result in any 

additional burden or costs considered 

under the framework of the Paperwork 

Reduction Act (PRA). 

FinCEN does not assess any 

additional quantifiable costs or benefits, 

measured in burden hours, associated 

with the rule beyond those separately 

considered in the Final Reporting Rule’s 

regulatory impact analysis (RIA).13 14

Further, FinCEN assesses that the rule is 

consistent with the assumption in the 

Final Reporting Rule’s RIA that the cost 

associated with using entities’ FinCEN 

identifiers is accounted for in the cost 

estimates for the BOI report. 

Additionally, the rule can reduce 

burden for reporting companies that 

choose to report another reporting 

company’s FinCEN identifier because 

the filing reporting company will 

provide fewer pieces of information on 

its BOI report. However, FinCEN 

assesses such burden reduction is likely 

to be minimal relative to the total cost 

of filling out and submitting the report. 

Furthermore, it is unknown to FinCEN 

how many entities will choose to utilize 

entity FinCEN identifiers, as provided 

for in this rule. Accordingly, FinCEN 

does not estimate costs or benefits 

associated with this rule beyond what is 

stated in the Final Reporting Rule RIA. 

The rule is statutorily mandated, and 

therefore, FinCEN has limited ability to 

implement alternatives. Nonetheless, 

FinCEN considered the following 

alternatives that would be available 

under the statute: (1) implementing the 

statutory language at 31 U.S.C. 

5336(b)(3)(C) as written; and (2) 

implementing the language proposed in 

the Reporting NPRM at 31 CFR 

1010.380(b)(4)(ii)(B). However, as 

explained in Sections II and III, FinCEN 

is promulgating this final rule to address 

ambiguities in the statutory text and 

concerns raised by commenters about 

the clarity of the provision proposed in 

the Reporting NPRM and the potential 

for misuse of entity FinCEN identifiers. 

List of Subjects in 31 CFR Parts 1010 

Administrative practice and 

procedure, Aliens, Authority 

delegations (Government agencies), 

Banks and banking, Brokers, Business 

and industry, Commodity futures, 

Currency, Citizenship and 

naturalization, Electronic filing, Federal 

savings associations, Federal-States 

relations, Federally recognized tribes, 

Foreign persons, Holding companies, 

Indian law, Indians, Insurance 

companies, Investment advisers, 

Investment companies, Investigations, 

Law enforcement, Penalties, Reporting 

and recordkeeping requirements, Small 

businesses, Securities, Terrorism, Tribal 

government, Time. 

Authority and Issuance 

For the reasons set forth in the 

preamble, the U.S. Department of the 

Treasury and Financial Crimes 

Enforcement Network amend 31 CFR 

part 1010 as follows: 

PART 1010—GENERAL PROVISIONS 

■ 1. The authority citation for part 1010 

continues to read as follows: 

Authority: 12 U.S.C. 1829b and 1951–1959; 

31 U.S.C. 5311–5314 and 5316–5336; title III, 

sec. 314, Pub. L. 107–56, 115 Stat. 307; sec. 

2006, Pub. L. 114–41, 129 Stat. 458–459; sec. 

701, Pub. L. 114–74, 129 Stat. 599. 

■ 2. Amend § 1010.380, added 

September 30, 2022 at 87 FR 59498, and 

effective January 1, 2024, by adding 

paragraph (b)(4)(ii)(B) to read as follows: 

§ 1010.380 Reports of beneficial 

ownership information. 

* * * * * 

(b) * * * 

(4) * * * 

(ii) * * * 

(B) A reporting company may report 

another entity’s FinCEN identifier and 

full legal name in lieu of the 

information required under paragraph 

(b)(1)(ii) of this section with respect to 

the beneficial owners of the reporting 

company only if: 

(1) The other entity has obtained a 

FinCEN identifier and provided that 

FinCEN identifier to the reporting 

company; 

(2) An individual is or may be a 

beneficial owner of the reporting 

company by virtue of an interest in the 

reporting company that the individual 

holds through an ownership interest in 

the other entity; and 

(3) The beneficial owners of the other 

entity and of the reporting company are 

the same individuals. 

* * * * * 

Andrea M. Gacki, 

Director, Financial Crimes Enforcement 

Network. 

[FR Doc. 2023–24559 Filed 11–7–23; 8:45 am] 

BILLING CODE 4810–02–P 

DEPARTMENT OF HOMELAND 

SECURITY 

Coast Guard 

33 CFR Part 165 

[Docket Number USCG–2023–0512] 

RIN 1625–AA00 

Safety Zone, Neuse River, New Bern, 

NC 

AGENCY: Coast Guard, DHS. 

ACTION: Temporary final rule. 

SUMMARY: The Coast Guard is 

establishing a temporary safety zone on 

the navigable waters of the Neuse River 

in New Bern, North Carolina. This 

action is necessary to provide for the 

safety of life on these waters during an 

aerobatic airshow on November 25, 

2023. This rule prohibits persons and 

vessels from being in the safety zone 

unless authorized by the Captain of the 

Port (COTP) North Carolina or a 

designated representative. 

DATES: This rule is effective November 

25, 2023 from 4 through 6 p.m. 

ADDRESSES: To view documents 

mentioned in this preamble as being 

available in the docket, go to https://

www.regulations.gov, type USCG–2023– 

0512 in the search box and click 

‘‘Search.’’ Next, in the Document Type 

column, select ‘‘Supporting & Related 

Material.’’ 

FOR FURTHER INFORMATION CONTACT: If 

you have questions on this rule, call or 

email Chief Petty Officer Elvin 

Rodriguez, Waterways Management 

Division, U.S. Coast Guard; telephone 

910–772–2239, email NCMarineevents@

uscg.mil. 

SUPPLEMENTARY INFORMATION: 

I. Table of Abbreviations 

CFR Code of Federal Regulations 

DHS Department of Homeland Security 

FR Federal Register 

NPRM Notice of proposed rulemaking 

§ Section 

U.S.C. United States Code 


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