I 
116TH CONGRESS 
1ST SESSION H. R. 2513 
To ensure that persons who form corporations or limited liability companies 
in the United States disclose the beneficial owners of those corporations 
or limited liability companies, in order to prevent wrongdoers from ex-
ploiting United States corporations and limited liability companies for 
criminal gain, to assist law enforcement in detecting, preventing, and 
punishing terrorism, money laundering, and other misconduct involving 
United States corporations and limited liability companies, and for other 
purposes. 
IN THE HOUSE OF REPRESENTATIVES 
MAY 3, 2019 
Mrs. CAROLYN B. MALONEY of New York (for herself, Mr. KING of New 
York, and Mr. MALINOWSKI) introduced the following bill; which was re-
ferred to the Committee on Financial Services 
A BILL 
To ensure that persons who form corporations or limited 
liability companies in the United States disclose the bene-
ficial owners of those corporations or limited liability 
companies, in order to prevent wrongdoers from exploit-
ing United States corporations and limited liability com-
panies for criminal gain, to assist law enforcement in 
detecting, preventing, and punishing terrorism, money 
laundering, and other misconduct involving United States 
corporations and limited liability companies, and for 
other purposes. 
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Be it enacted by the Senate and House of Representa-
tives of the United States of America in Congress assembled, 
SECTION 1. SHORT TITLE. 
This Act may be cited as the ‘‘Corporate Trans-
parency Act of 2019’’. 
SEC. 2. FINDINGS. 
Congress finds the following: 
(1) Nearly 2,000,000 corporations and limited 
liability companies are being formed under the laws 
of the States each year. 
(2) Very few States require information about 
the beneficial owners of the corporations and limited 
liability companies formed under their laws. 
(3) A person forming a corporation or limited 
liability company within the United States typically 
provides less information at the time of incorpora-
tion than is needed to obtain a bank account or driv-
er’s license and typically does not name a single ben-
eficial owner. 
(4) Criminals have exploited State formation 
procedures to conceal their identities when forming 
corporations or limited liability companies in the 
United States, and have then used the newly created 
entities to commit crimes affecting interstate and 
international commerce such as terrorism, prolifera-
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tion financing, drug and human trafficking, money 
laundering, tax evasion, counterfeiting, piracy, secu-
rities fraud, financial fraud, and acts of foreign cor-
ruption. 
(5) Law enforcement efforts to investigate cor-
porations and limited liability companies suspected 
of committing crimes have been impeded by the lack 
of available beneficial ownership information, as doc-
umented in reports and testimony by officials from 
the Department of Justice, the Department of 
Homeland Security, the Department of the Treas-
ury, and the Government Accountability Office, and 
others. 
(6) In July 2006, the leading international anti- 
money laundering standard-setting body, the Finan-
cial Action Task Force on Money Laundering (in 
this section referred to as the ‘‘FATF’’), of which 
the United States is a member, issued a report that 
criticizes the United States for failing to comply 
with a FATF standard on the need to collect bene-
ficial ownership information and urged the United 
States to correct this deficiency by July 2008. In 
December 2016, FATF issued another evaluation of 
the United States, which found that little progress 
has been made over the last ten years to address 
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this problem. It identified the ‘‘lack of timely access 
to adequate, accurate and current beneficial owner-
ship information’’ as a fundamental gap in United 
States efforts to combat money laundering and ter-
rorist finance. 
(7) In response to the 2006 FATF report, the 
United States has urged the States to obtain bene-
ficial ownership information for the corporations and 
limited liability companies formed under the laws of 
such States. 
(8) In contrast to practices in the United 
States, all 28 countries in the European Union are 
required to have corporate registries that include 
beneficial ownership information. 
(9) To reduce the vulnerability of the United 
States to wrongdoing by United States corporations 
and limited liability companies with hidden owners, 
to protect interstate and international commerce 
from criminals misusing United States corporations 
and limited liability companies, to strengthen law en-
forcement investigations of suspect corporations and 
limited liability companies, to set a clear, universal 
standard for State incorporation practices, and to 
bring the United States into compliance with inter-
national anti-money laundering standards, Federal 
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ited liability company during the pre-
vious year; and 
‘‘(ii) pursuant to any rule issued by 
the Secretary of the Treasury under sub-
paragraph (C), update the list of the bene-
ficial owners of the corporation or limited 
liability company within the time period 
prescribed by such rule. 
‘‘(C) RULEMAKING ON UPDATING INFOR-
MATION.—Not later than 9 months after the 
completion of the study required under section 
4(a)(1) of the Corporate Transparency Act of 
2019, the Secretary of the Treasury shall con-
sider the findings of such study and, if the Sec-
retary determines it to be necessary or appro-
priate, issue a rule requiring corporations and 
limited liability companies to update the list of 
the beneficial owners of the corporation or lim-
ited liability company within a specified amount 
of time after the date of any change in the list 
of beneficial owners or the information required 
to be provided relating to each beneficial owner. 
‘‘(D) STATE AND INDIAN TRIBE NOTIFICA-
TION.—Each State and Indian Tribe in which 
a corporation or limited liability company is 
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being formed shall notify each applicant of the 
requirements listed in subparagraphs (A) and 
(B). 
‘‘(2) CERTAIN BENEFICIAL OWNERS.—If an ap-
plicant to form a corporation or limited liability com-
pany or a beneficial owner, or similar agent of a cor-
poration or limited liability company who is required 
to provide identification information under this sub-
section, does not have a non-expired passport issued 
by the United States, a non-expired personal identi-
fication card, or a non-expired driver’s license issued 
by a State, each such person shall provide to 
FinCEN the full legal name, current residential or 
business street address, a unique identifying number 
from a non-expired passport issued by a foreign gov-
ernment, and a legible and credible copy of the 
pages of a non-expired passport issued by the gov-
ernment of a foreign country bearing a photograph, 
date of birth, and unique identifying information for 
each beneficial owner, and each application described 
in paragraph (1)(A) and each update described in 
paragraph (1)(B) shall include a written certification 
by a person residing in the State or Indian country 
under the jurisdiction of the Indian Tribe forming 
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the entity that the applicant, corporation, or limited 
liability company— 
‘‘(A) has obtained for each such beneficial 
owner, a current residential or business street 
address and a legible and credible copy of the 
pages of a non-expired passport issued by the 
government of a foreign country bearing a pho-
tograph, date of birth, and unique identifying 
information for the person; 
‘‘(B) has verified the full legal name, ad-
dress, and identity of each such person; 
‘‘(C) will provide the information described 
in subparagraph (A) and the proof of verifica-
tion described in subparagraph (B) upon re-
quest of FinCEN; and 
‘‘(D) will retain the information and proof 
of verification under this paragraph until the 
end of the 5-year period beginning on the date 
that the corporation or limited liability company 
terminates under the laws of the State or In-
dian Tribe. 
‘‘(3) EXEMPT ENTITIES.— 
‘‘(A) IN GENERAL.—With respect to an ap-
plicant to form a corporation or limited liability 
company under the laws of a State or Indian 
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Tribe, if such entity is described in subpara-
graph (C) or (D) of subsection (d)(4) and will 
be exempt from the beneficial ownership disclo-
sure requirements under this subsection, such 
applicant, or a prospective officer, director, or 
similar agent of the applicant, shall file a writ-
ten certification with FinCEN— 
‘‘(i) identifying the specific provision 
of subsection (d)(4) under which the entity 
proposed to be formed would be exempt 
from the beneficial ownership disclosure re-
quirements under paragraphs (1) and (2); 
‘‘(ii) stating that the entity proposed 
to be formed meets the requirements for 
an entity described under such provision of 
subsection (d)(4); and 
‘‘(iii) providing identification informa-
tion for the applicant or prospective offi-
cer, director, or similar agent making the 
certification in the same manner as pro-
vided under paragraph (1) or (2). 
‘‘(B) EXISTING
CORPORATIONS
OR
LIM-
ITED LIABILITY COMPANIES.—On and after the 
date that is 2 years after the final regulations 
are issued to carry out this section, a corpora-
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tion or limited liability company formed under 
the laws of the State or Indian Tribe before 
such date shall be subject to the requirements 
of this subsection unless an officer, director, or 
similar agent of the entity submits to FinCEN 
a written certification— 
‘‘(i) identifying the specific provision 
of subsection (d)(4) under which the entity 
is exempt from the requirements under 
paragraphs (1) and (2); 
‘‘(ii) stating that the entity meets the 
requirements for an entity described under 
such provision of subsection (d)(4); and 
‘‘(iii) providing identification informa-
tion for the officer, director, or similar 
agent making the certification in the same 
manner as provided under paragraph (1) 
or (2). 
‘‘(C) EXEMPT ENTITIES HAVING OWNER-
SHIP INTEREST.—If an entity described in sub-
paragraph (C) or (D) of subsection (d)(4) has 
or will have an ownership interest in a corpora-
tion or limited liability company formed or to be 
formed under the laws of a State or Indian 
Tribe, the applicant, corporation, or limited li-
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ability company in which the entity has or will 
have the ownership interest shall provide the in-
formation required under this subsection relat-
ing to the entity, except that the entity shall 
not be required to provide information regard-
ing any natural person who has an ownership 
interest in, exercises substantial control over, or 
receives substantial economic benefits from the 
entity. 
‘‘(4) RETENTION AND DISCLOSURE OF BENE-
FICIAL OWNERSHIP INFORMATION BY FINCEN.— 
‘‘(A) RETENTION OF INFORMATION.—Ben-
eficial ownership information relating to each 
corporation or limited liability company formed 
under the laws of the State or Indian Tribe 
shall be maintained by FinCEN until the end of 
the 5-year period (or such other period of time 
as the Secretary of the Treasury may, by rule, 
determine) beginning on the date that the cor-
poration or limited liability company termi-
nates. 
‘‘(B) DISCLOSURE
OF
INFORMATION.— 
Beneficial ownership information reported to 
FinCEN pursuant to this section shall be pro-
vided by FinCEN only upon receipt of— 
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‘‘(i) subject to subparagraph (C), a 
request, through appropriate protocols, by 
a local, Tribal, State, or Federal law en-
forcement agency; 
‘‘(ii) a request made by a Federal 
agency on behalf of a law enforcement 
agency of another country under an inter-
national treaty, agreement, or convention, 
or an order under section 3512 of title 18 
or section 1782 of title 28; or 
‘‘(iii) a request made by a financial 
institution, with customer consent, as part 
of the institution’s compliance with due 
diligence requirements imposed under the 
Bank Secrecy Act, the USA PATRIOT 
Act, or other applicable Federal, State, or 
Tribal law. 
‘‘(C) APPROPRIATE PROTOCOLS.— 
‘‘(i) PRIVACY.—The protocols de-
scribed in subparagraph (B)(i) shall pro-
tect the privacy of any beneficial ownership 
information provided by FinCEN to a 
local, Tribal, State, or Federal law enforce-
ment agency. 
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‘‘(ii) LIMITATION ON USE.—Beneficial 
ownership information provided to a local, 
Tribal, State, or Federal law enforcement 
agency under this paragraph may only be 
used for law enforcement, national secu-
rity, or intelligence purposes. 
‘‘(b) NO BEARER SHARE CORPORATIONS OR LIM-
ITED LIABILITY COMPANIES.—A corporation or limited li-
ability company formed under the laws of a State or In-
dian Tribe may not issue a certificate in bearer form evi-
dencing either a whole or fractional interest in the cor-
poration or limited liability company. 
‘‘(c) PENALTIES.— 
‘‘(1) IN GENERAL.—It shall be unlawful for any 
person to affect interstate or foreign commerce by— 
‘‘(A) knowingly providing, or attempting to 
provide, false or fraudulent beneficial ownership 
information, including a false or fraudulent 
identifying photograph, to FinCEN in accord-
ance with this section; 
‘‘(B) willfully failing to provide complete or 
updated beneficial ownership information to 
FinCEN in accordance with this section; or 
‘‘(C) knowingly disclosing the existence of 
a subpoena or other request for beneficial own-
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ership information reported pursuant to this 
section, except— 
‘‘(i) to the extent necessary to fulfill 
the authorized request; or 
‘‘(ii) as authorized by the entity that 
issued the subpoena, or other request. 
‘‘(2) CIVIL
AND
CRIMINAL
PENALTIES.—Any 
person who violates paragraph (1)— 
‘‘(A) shall be liable to the United States 
for a civil penalty of not more than $10,000; 
and 
‘‘(B) may be fined under title 18, United 
States Code, imprisoned for not more than 3 
years, or both. 
‘‘(3) LIMITATION.—Any person who negligently 
violates paragraph (1) shall not be subject to civil or 
criminal penalties under paragraph (2). 
‘‘(4) WAIVER.—The Secretary of the Treasury 
may waive the penalty for violating paragraph (1) if 
the Secretary determines that the violation was due 
to reasonable cause and was not due to willful ne-
glect. 
‘‘(5) CRIMINAL PENALTY FOR THE MISUSE OR 
UNAUTHORIZED DISCLOSURE OF BENEFICIAL OWN-
ERSHIP INFORMATION.—The criminal penalties pro-
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vided for under section 5322 shall apply to a viola-
tion of this section to the same extent as such crimi-
nal penalties apply to a violation described in section 
5322, if the violation of this section consists of the 
misuse or unauthorized disclosure of beneficial own-
ership information. 
‘‘(d) DEFINITIONS.—For the purposes of this section: 
‘‘(1) APPLICANT.—The term ‘applicant’ means 
any natural person who files an application to form 
a corporation or limited liability company under the 
laws of a State or Indian Tribe. 
‘‘(2) BANK SECRECY ACT.—The term ‘Bank Se-
crecy Act’ means— 
‘‘(A) section 21 of the Federal Deposit In-
surance Act; 
‘‘(B) chapter 2 of title I of Public Law 91– 
508; and 
‘‘(C) this subchapter. 
‘‘(3) BENEFICIAL OWNER.— 
‘‘(A) IN GENERAL.—Except as provided in 
subparagraph (B), the term ‘beneficial owner’ 
means a natural person who, directly or indi-
rectly, through any contract, arrangement, un-
derstanding, relationship, or otherwise— 
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‘‘(i) exercises substantial control over 
a corporation or limited liability company; 
‘‘(ii) owns 25 percent or more of the 
equity interests of a corporation or limited 
liability company; or 
‘‘(iii) receives substantial economic 
benefits from the assets of a corporation or 
limited liability company. 
‘‘(B) EXCEPTIONS.—The term ‘beneficial 
owner’ shall not include— 
‘‘(i) a minor child, as defined in the 
State or Indian Tribe in which the entity 
is formed; 
‘‘(ii) a person acting as a nominee, 
intermediary, custodian, or agent on behalf 
of another person; 
‘‘(iii) a person acting solely as an em-
ployee of a corporation or limited liability 
company and whose control over or eco-
nomic benefits from the corporation or lim-
ited liability company derives solely from 
the employment status of the person; 
‘‘(iv) a person whose only interest in 
a corporation or limited liability company 
is through a right of inheritance; 
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‘‘(v) a creditor of a corporation or 
limited liability company, unless the cred-
itor also meets the requirements of sub-
paragraph (A); or 
‘‘(vi) a person whose ownership inter-
est is below a de minimis threshold that 
the Secretary of the Treasury shall, by 
rule, establish. 
‘‘(C) SUBSTANTIAL
ECONOMIC
BENEFITS 
DEFINED.— 
‘‘(i) IN
GENERAL.—For purposes of 
subparagraph (A)(ii), a natural person re-
ceives substantial economic benefits from 
the assets of a corporation or limited liabil-
ity company if the person has an entitle-
ment to more than a specified percentage 
of the funds or assets of the corporation or 
limited liability company, which the Sec-
retary of the Treasury shall, by rule, estab-
lish. 
‘‘(ii) RULEMAKING CRITERIA.—In es-
tablishing the percentage under clause (i), 
the Secretary of the Treasury shall seek 
to— 
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‘‘(I) provide clarity to corpora-
tions and limited liability companies 
with respect to the identification and 
disclosure of a natural person who re-
ceives substantial economic benefits 
from the assets of a corporation or 
limited liability company; and 
‘‘(II) identify those natural per-
sons who, as a result of the substan-
tial economic benefits they receive 
from the assets of a corporation or 
limited liability company, exercise a 
dominant influence over such corpora-
tion or limited liability company. 
‘‘(4) CORPORATION; LIMITED LIABILITY COM-
PANY.—The terms ‘corporation’ and ‘limited liability 
company’— 
‘‘(A) have the meanings given such terms 
under the laws of the applicable State or Indian 
Tribe; 
‘‘(B) include any non-United States entity 
eligible for registration or registered to do busi-
ness as a corporation or limited liability com-
pany under the laws of the applicable State or 
Indian Tribe; 
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‘‘(C) do not include any entity that is— 
‘‘(i) a business concern that is an 
issuer of a class of securities registered 
under section 12 of the Securities Ex-
change Act of 1934 (15 U.S.C. 781) or 
that is required to file reports under sec-
tion 15(d) of that Act (15 U.S.C. 78o(d)); 
‘‘(ii) a business concern constituted, 
sponsored, or chartered by a State or In-
dian Tribe, a political subdivision of a 
State or Indian Tribe, under an interstate 
compact between two or more States, by a 
department or agency of the United 
States, or under the laws of the United 
States; 
‘‘(iii) a depository institution (as de-
fined in section 3 of the Federal Deposit 
Insurance Act (12 U.S.C. 1813)); 
‘‘(iv) a credit union (as defined in sec-
tion 101 of the Federal Credit Union Act 
(12 U.S.C. 1752)); 
‘‘(v) a bank holding company (as de-
fined in section 2 of the Bank Holding 
Company Act of 1956 (12 U.S.C. 1841)); 
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‘‘(ix) an insurance company (as de-
fined in section 2 of the Investment Com-
pany Act of 1940 (15 U.S.C. 80a–2)); 
‘‘(x) a registered entity (as defined in 
section 1a of the Commodity Exchange Act 
(7 U.S.C. 1a)), or a futures commission 
merchant, introducing broker, commodity 
pool operator, or commodity trading advi-
sor (as defined in section 1a of the Com-
modity Exchange Act (7 U.S.C. 1a)) that 
is registered with the Commodity Futures 
Trading Commission; 
‘‘(xi) a public accounting firm reg-
istered in accordance with section 102 of 
the Sarbanes-Oxley Act (15 U.S.C. 7212) 
or an entity controlling, controlled by, or 
under common control of such a firm; 
‘‘(xii) a public utility that provides 
telecommunications 
service, 
electrical 
power, natural gas, or water and sewer 
services, within the United States; 
‘‘(xiii) a church, charity, nonprofit en-
tity, or other organization that is described 
in section 501(c), 527, or 4947(a)(1) of 
the Internal Revenue Code of 1986, that 
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has not been denied tax exempt status, and 
that has filed the most recently due annual 
information return with the Internal Rev-
enue Service, if required to file such a re-
turn; 
‘‘(xiv) any business concern that— 
‘‘(I) employs more than 20 em-
ployees on a full-time basis in the 
United States; 
‘‘(II) files income tax returns in 
the United States demonstrating more 
than $5,000,000 in gross receipts or 
sales; and 
‘‘(III) has an operating presence 
at a physical office within the United 
States; or 
‘‘(xv) any corporation or limited liabil-
ity company formed and owned by an enti-
ty described in clause (i), (ii), (iii), (iv), 
(v), (vi), (vii), (viii), (ix), (x), (xi), (xii), 
(xiii), or (xiv); and 
‘‘(D) do not include any individual busi-
ness concern or class of business concerns 
which the Secretary of the Treasury and the 
Attorney General of the United States have 
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jointly determined, by rule of otherwise, to be 
exempt from the requirements of subsection (a), 
if the Secretary and the Attorney General joint-
ly determine that requiring beneficial ownership 
information from the business concern would 
not serve the public interest and would not as-
sist law enforcement efforts to detect, prevent, 
or prosecute terrorism, money laundering, tax 
evasion, or other misconduct. 
‘‘(5) FINCEN.—The term ‘FinCEN’ means the 
Financial Crimes Enforcement Network of the De-
partment of the Treasury. 
‘‘(6) INDIAN
COUNTRY.—The term ‘Indian 
country’ has the meaning given that term in section 
1151 of title 18. 
‘‘(7) INDIAN TRIBE.—The term ‘Indian Tribe’ 
has the meaning given that term under section 102 
of the Federally Recognized Indian Tribe List Act of 
1994. 
‘‘(8) PERSONAL
IDENTIFICATION
CARD.—The 
term ‘personal identification card’ means an identi-
fication document issued by a State, Indian Tribe, 
or local government to an individual solely for the 
purpose of identification of that individual. 
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‘‘(9) STATE.—The term ‘State’ means any 
State, commonwealth, territory, or possession of the 
United States, the District of Columbia, the Com-
monwealth of Puerto Rico, the Commonwealth of the 
Northern Mariana Islands, American Samoa, Guam, 
or the United States Virgin Islands.’’. 
(2) RULEMAKING.— 
(A) IN GENERAL.—Not later than 1 year 
after the date of enactment of this Act, the Sec-
retary of the Treasury shall issue regulations to 
carry out this Act and the amendments made 
by this Act, including, to the extent necessary, 
to clarify the definitions in section 5333(d) of 
title 31, United States Code. 
(B) REVISION OF FINAL RULE.—Not later 
than 1 year after the date of enactment of this 
Act, the Secretary of the Treasury shall revise 
the final rule titled ‘‘Customer Due Diligence 
Requirements for Financial Institutions’’ (May 
11, 2016; 81 Fed. Reg. 29397) to— 
(i) bring the rule into conformance 
with this Act and the amendments made 
by this Act; 
(ii) account for financial institutions’ 
access to comprehensive beneficial owner-
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ship information filed by corporations and 
limited liability companies, under threat of 
civil and criminal penalties, under this Act 
and the amendments made by this Act; 
and 
(iii) reduce any burdens on financial 
institutions that are, in light of the enact-
ment of this Act and the amendments 
made by this Act, unnecessary or duplica-
tive. 
(3) CONFORMING
AMENDMENTS.—Title 31, 
United States Code, is amended— 
(A) in section 5321(a)— 
(i) in paragraph (1), by striking ‘‘sec-
tions 5314 and 5315’’ each place it ap-
pears and inserting ‘‘sections 5314, 5315, 
and 5333’’; and 
(ii) in paragraph (6), by inserting 
‘‘(except 
section 
5333)’’ 
after 
‘‘sub-
chapter’’ each place it appears; and 
(B) in section 5322, by striking ‘‘section 
5315 or 5324’’ each place it appears and insert-
ing ‘‘section 5315, 5324, or 5333’’. 
(4) TABLE OF CONTENTS.—The table of con-
tents of chapter 53 of title 31, United States Code, 
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is amended by inserting after the item relating to 
section 5332 the following: 
‘‘Sec. 5333. Transparent incorporation practices.’’. 
(b) FUNDING AUTHORIZATION.— 
(1) IN GENERAL.—To carry out section 5333 of 
title 31, United States Code, as added by subsection 
(a), funds shall be made available to the Financial 
Crimes Enforcement Network (in this subsection re-
ferred to as ‘‘FinCEN’’) to pay reasonable costs re-
lating to compliance with the requirements of such 
section. 
(2) FUNDING SOURCES.—Funds shall be pro-
vided to FinCEN to carry out the purposes de-
scribed in paragraph (1) from one or more of the 
following sources: 
(A) Upon application by FinCEN, and 
without further appropriation, the Secretary of 
the Treasury shall make available to the 
FinCEN unobligated balances described in sec-
tion 9703(g)(4)(B) of title 31, United States 
Code, in the Department of the Treasury For-
feiture Fund established under section 9703(a) 
of title 31, United States Code. 
(B) Upon application by FinCEN, after 
consultation with the Secretary of the Treasury, 
and without further appropriation, the Attorney 
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General of the United States shall make avail-
able to FinCEN excess unobligated balances (as 
defined in section 524(c)(8)(D) of title 28, 
United States Code) in the Department of Jus-
tice Assets Forfeiture Fund established under 
section 524(c) of title 28, United States Code. 
(3) MAXIMUM AMOUNTS.— 
(A) DEPARTMENT OF THE TREASURY.— 
The Secretary of the Treasury may not make 
available to FinCEN a total of more than 
$30,000,000 under paragraph (2)(A). 
(B) DEPARTMENT OF JUSTICE.—The At-
torney General of the United States may not 
make available to FinCEN a total of more than 
$10,000,000 under paragraph (2)(B). 
(c) FEDERAL CONTRACTORS.—Not later than the 
first day of the first full fiscal year beginning at least 1 
year after the date of the enactment of this Act, the Ad-
ministrator for Federal Procurement Policy shall revise 
the Federal Acquisition Regulation maintained under sec-
tion 1303(a)(1) of title 41, United States Code, to require 
any contractor or subcontractor who is subject to the re-
quirement to disclose beneficial ownership information 
under section 5333 of title 31, United States Code, to pro-
vide the information required to be disclosed under such 
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section to the Federal Government as part of any bid or 
proposal for a contract with a value threshold in excess 
of the simplified acquisition threshold under section 134 
of title 41, United States Code. 
SEC. 4. STUDIES AND REPORTS. 
(a) UPDATING OF BENEFICIAL OWNERSHIP INFOR-
MATION.— 
(1) STUDY.—The Secretary of the Treasury, in 
consultation with the Attorney General of the United 
States, shall conduct a study to evaluate— 
(A) the necessity of a requirement for cor-
porations and limited liability companies to up-
date the list of their beneficial owners within a 
specified amount of time after the date of any 
change in the list of beneficial owners or the in-
formation required to be provided relating to 
each beneficial owner, taking into account the 
annual 
filings 
required 
under 
section 
5333(a)(1)(B)(i) of title 31, United States 
Code, and the information contained in such 
annual filings; and 
(B) the burden that a requirement to up-
date the list of beneficial owners within a speci-
fied period of time after a change in such list 
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of beneficial owners would impose on corpora-
tions and limited liability companies. 
(2) REPORT.—Not later than 1 year after the 
date of enactment of this Act, the Secretary of the 
Treasury shall submit a report on the study required 
under paragraph (1) to the Committee on Financial 
Services of the House of Representatives and the 
Committee on Banking, Housing, and Urban Affairs 
of the Senate 
(3) PUBLIC COMMENT.—The Secretary of the 
Treasury shall seek and consider public input, com-
ments, and data in order to conduct the study re-
quired under subparagraph paragraph (1). 
(b) OTHER LEGAL ENTITIES.—Not later than 2 
years after the date of enactment of this Act, the Comp-
troller General of the United States shall conduct a study 
and submit to the Congress a report— 
(1) identifying each State or Indian Tribe that 
has procedures that enable persons to form or reg-
ister under the laws of the State or Indian Tribe 
partnerships, trusts, or other legal entities, and the 
nature of those procedures; 
(2) identifying each State or Indian Tribe that 
requires persons seeking to form or register partner-
ships, trusts, or other legal entities under the laws 
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of the State or Indian Tribe to provide information 
about the beneficial owners (as that term is defined 
in section 5333(d)(1) of title 31, United States 
Code, as added by this Act) or beneficiaries of such 
entities, and the nature of the required information; 
(3) evaluating whether the lack of available 
beneficial ownership information for partnerships, 
trusts, or other legal entities— 
(A) raises concerns about the involvement 
of such entities in terrorism, money laundering, 
tax evasion, securities fraud, or other mis-
conduct; and 
(B) has impeded investigations into enti-
ties suspected of such misconduct; and 
(4) evaluating whether the failure of the United 
States to require beneficial ownership information 
for partnerships and trusts formed or registered in 
the United States has elicited international criticism 
and what steps, if any, the United States has taken 
or is planning to take in response. 
(c) EFFECTIVENESS
OF
INCORPORATION
PRAC-
TICES.—Not later than 5 years after the date of enact-
ment of this Act, the Comptroller General of the United 
States shall conduct a study and submit to the Congress 
a report assessing the effectiveness of incorporation prac-
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tices implemented under this Act and the amendments 
made by this Act in— 
(1) providing law enforcement agencies with 
prompt access to reliable, useful, and complete bene-
ficial ownership information; and 
(2) strengthening the capability of law enforce-
ment agencies to combat incorporation abuses, civil 
and criminal misconduct, and detect, prevent, or 
punish terrorism, money laundering, tax evasion, or 
other misconduct. 
SEC. 5. DEFINITIONS. 
In this Act, the terms ‘‘beneficial owner’’, ‘‘corpora-
tion’’, and ‘‘limited liability company’’ have the meaning 
given those terms, respectively, under section 5333(d) of 
title 31, United States Code. 
Æ 
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