IIB 
116TH CONGRESS 
1ST SESSION H. R. 2513 
IN THE SENATE OF THE UNITED STATES 
OCTOBER 23, 2019 
Received; read twice and referred to the Committee on Banking, Housing, and 
Urban Affairs 
AN ACT 
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, 
DIVISION A—CORPORATE 
TRANSPARENCY ACT OF 2019 
SECTION 1. SHORT TITLE. 
(a) IN GENERAL.—This Act may be cited as the 
‘‘Corporate Transparency Act of 2019’’. 
(b) REFERENCES TO THIS ACT.—In this division— 
(1) any reference to ‘‘this Act’’ shall be deemed 
a reference to ‘‘this division’’; and 
(2) except as otherwise expressly provided, any 
reference to a section or other provision shall be 
deemed a reference to that section or other provision 
of this division. 
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-
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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-
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 
antimoney laundering standard-setting body, the Fi-
nancial Action Task Force on Money Laundering (in 
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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 
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 
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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 
legislation is needed to require the collection of bene-
ficial ownership information for the corporations and 
limited liability companies formed under the laws of 
such States. 
SEC. 3. TRANSPARENT INCORPORATION PRACTICES. 
(a) IN GENERAL.— 
(1) AMENDMENT
TO
THE
BANK
SECRECY 
ACT.—Chapter 53 of title 31, United States Code, is 
amended by inserting after section 5332 the fol-
lowing new section: 
‘‘§ 5333 Transparent incorporation practices 
‘‘(a) REPORTING REQUIREMENTS.— 
‘‘(1) BENEFICIAL OWNERSHIP REPORTING.— 
‘‘(A) IN
GENERAL.—Each applicant to 
form a corporation or limited liability company 
under the laws of a State or Indian Tribe shall 
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file a report with FinCEN containing a list of 
the beneficial owners of the corporation or lim-
ited liability company that— 
‘‘(i) except as provided in paragraphs 
(3) and (4), and subject to paragraph (2), 
identifies each beneficial owner by— 
‘‘(I) full legal name; 
‘‘(II) date of birth; 
‘‘(III) current residential or busi-
ness street address; and 
‘‘(IV) a unique identifying num-
ber from a non-expired passport 
issued by the United States, a non-ex-
pired personal identification card, or a 
non-expired driver’s license issued by 
a State; and 
‘‘(ii) if the applicant is not a bene-
ficial owner, also provides the identification 
information described in clause (i) relating 
to such applicant. 
‘‘(B) UPDATED INFORMATION.—Each cor-
poration or limited liability company formed 
under the laws of a State or Indian Tribe 
shall— 
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‘‘(i) submit to FinCEN an annual fil-
ing containing a list of— 
‘‘(I) the current beneficial owners 
of the corporation or limited liability 
company and the information de-
scribed in subparagraph (A) for each 
such beneficial owner; and 
‘‘(II) any changes in the bene-
ficial owners of the corporation or lim-
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 
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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
NOTIFICATION.—Each State 
in which a corporation or limited liability com-
pany is 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 nonexpired passport issued 
by the United States, a nonexpired 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-
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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 
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 
verification described in subparagraph (B) upon 
request 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 
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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 
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-
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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-
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). 
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‘‘(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-
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) FINCEN ID NUMBERS.— 
‘‘(A) ISSUANCE OF FINCEN ID NUMBER.— 
‘‘(i) IN
GENERAL.—FinCEN shall 
issue a FinCEN ID number to any indi-
vidual who requests such a number and 
provides FinCEN with the information de-
scribed under subclauses (I) through (IV) 
of paragraph (1)(A)(i). 
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‘‘(ii) UPDATING OF INFORMATION.— 
An individual with a FinCEN ID number 
shall submit an annual filing with FinCEN 
updating any information described under 
subclauses (I) through (IV) of paragraph 
(1)(A)(i). 
‘‘(B) USE OF FINCEN ID NUMBER IN RE-
PORTING
REQUIREMENTS.—Any 
person 
re-
quired to report the information described 
under paragraph (1)(A)(i) with respect to an 
individual may instead report the FinCEN ID 
number of the individual. 
‘‘(C) TREATMENT OF INFORMATION SUB-
MITTED FOR FINCEN ID NUMBER.—For pur-
poses of this section, any information submitted 
under subparagraph (A) shall be deemed to be 
beneficial ownership information. 
‘‘(5) 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 
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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— 
‘‘(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. 
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‘‘(C) APPROPRIATE PROTOCOLS.— 
‘‘(i) PRIVACY.—The protocols de-
scribed in subparagraph (B)(i) shall— 
‘‘(I) protect the privacy of any 
beneficial ownership information pro-
vided by FinCEN to a local, Tribal, 
State, or Federal law enforcement 
agency; 
‘‘(II) ensure that a local, Tribal, 
State, or Federal law enforcement 
agency requesting beneficial ownership 
information has an existing investiga-
tory basis for requesting such infor-
mation; 
‘‘(III) ensure that access to bene-
ficial ownership information is limited 
to authorized users at a local, Tribal, 
State, or Federal law enforcement 
agency who have undergone appro-
priate training, and refresher training 
no less than every two years, and that 
the identity of such authorized users 
is verified through appropriate mecha-
nisms, such as two-factor authentica-
tion; 
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‘‘(IV) include an audit trail of re-
quests for beneficial ownership infor-
mation by a local, Tribal, State, or 
Federal law enforcement agency, in-
cluding, as necessary, information 
concerning queries made by author-
ized users at a local, Tribal, State, or 
Federal law enforcement agency; 
‘‘(V) require that every local, 
Tribal, State, or Federal law enforce-
ment agency that receives beneficial 
ownership information from FinCEN 
conducts an annual audit to verify 
that the beneficial ownership informa-
tion received from FinCEN has been 
accessed and used appropriately, and 
consistent with this paragraph; and 
‘‘(VI) require FinCEN to con-
duct an annual audit of every local, 
Tribal, State, or Federal law enforce-
ment agency that has received bene-
ficial ownership information to ensure 
that such agency has requested bene-
ficial ownership information, and has 
used any beneficial ownership infor-
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mation received from FinCEN, appro-
priately, and consistent with this 
paragraph. 
‘‘(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. 
‘‘(D) 
ACCESS
PROCEDURES.—FinCEN 
shall establish stringent procedures for the pro-
tection and proper use of beneficial ownership 
information disclosed pursuant to subparagraph 
(B), including procedures to ensure such infor-
mation is not being inappropriately accessed or 
misused by law enforcement agencies. 
‘‘(E) REPORT
TO
CONGRESS.—FinCEN 
shall issue an annual report to Congress stat-
ing— 
‘‘(i) the number of times law enforce-
ment agencies and financial institutions 
have accessed beneficial ownership infor-
mation pursuant to subparagraph (B); 
‘‘(ii) the number of times beneficial 
ownership 
information 
reported 
to 
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FinCEN pursuant to this section was inap-
propriately accessed, and by whom; and 
‘‘(iii) the number of times beneficial 
ownership information was disclosed under 
subparagraph (B) pursuant to a subpoena. 
‘‘(F) DISCLOSURE
OF
NON-PII
DATA.— 
Notwithstanding subparagraph (B), FinCEN 
may issue guidance and otherwise make mate-
rials available to financial institutions and the 
public using beneficial ownership information 
reported pursuant to this section if such infor-
mation is aggregated in a manner that removes 
all personally identifiable information. For pur-
poses of this subparagraph, ‘personally identifi-
able information’ includes information that 
would allow for the identification of a particular 
corporation or limited liability company. 
‘‘(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.— 
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‘‘(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-
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 
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‘‘(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-
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. 
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‘‘(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— 
‘‘(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— 
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‘‘(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; or 
‘‘(v) a creditor of a corporation or 
limited liability company, unless the cred-
itor also meets the requirements of sub-
paragraph (A). 
‘‘(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-
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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— 
‘‘(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. 
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‘‘(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; 
‘‘(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 
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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)) 
or a savings and loan holding company (as 
defined in section 10(a) of the Home Own-
ers’ Loan Act (12 U.S.C. 1467a(a)); 
‘‘(vi) a broker or dealer (as defined in 
section 3 of the Securities Exchange Act of 
1934 (15 U.S.C. 78c)) that is registered 
under section 15 of the Securities Ex-
change Act of 1934 (15 U.S.C. 78o); 
‘‘(vii) an exchange or clearing agency 
(as defined in section 3 of the Securities 
Exchange Act of 1934 (15 U.S.C. 78c)) 
that is registered under section 6 or 17A 
of the Securities Exchange Act of 1934 
(15 U.S.C. 78f and 78q–1); 
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‘‘(viii) an investment company (as de-
fined in section 3 of the Investment Com-
pany Act of 1940 (15 U.S.C. 80a–3)) or 
an investment adviser (as defined in sec-
tion 202(11) of the Investment Advisers 
Act of 1940 (15 U.S.C. 80b–2(11))), if the 
company or adviser is registered with the 
Securities and Exchange Commission, has 
filed an application for registration which 
has not been denied, under the Investment 
Company Act of 1940 (15 U.S.C. 80a–1 et 
seq.) or the Investment Adviser Act of 
1940 (15 U.S.C. 80b–1 et seq.), or is an 
investment adviser described under section 
203(l) of the Investment Advisers Act of 
1940 (15 U.S.C. 80b–3(l)); 
‘‘(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-
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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 
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) a financial market utility des-
ignated by the Financial Stability Over-
sight Council under section 804 of the 
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Dodd-Frank Wall Street Reform and Con-
sumer Protection Act; 
‘‘(xv) an insurance producer (as de-
fined in section 334 of the Gramm-Leach- 
Bliley Act); 
‘‘(xvi) any pooled investment vehicle 
that is operated or advised by a person de-
scribed in clause (iii), (iv), (v), (vi), (viii), 
(ix), or (xi); 
‘‘(xvii) 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 
‘‘(xviii) any corporation or limited li-
ability company formed and owned by an 
entity described in this clause or in clause 
(i), (ii), (iii), (iv), (v), (vi), (vii), (viii), (ix), 
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(x), (xi), (xii), (xiii), (xiv), (xv), or (xvi); 
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 
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. 
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‘‘(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. 
‘‘(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— 
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(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-
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 
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(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, 
is amended by inserting after the item relating to 
section 5332 the following: 
‘‘5333. Transparent incorporation practices.’’. 
(b) AUTHORIZATION OF APPROPRIATIONS.—There is 
authorized to be appropriated $20,000,000 for each of fis-
cal years 2020 and 2021 to the Financial Crimes Enforce-
ment Network to carry out this Act and the amendments 
made by this Act. 
(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 
section to the Federal Government as part of any bid or 
proposal for a contract with a value threshold in excess 
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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 
of beneficial owners would impose on corpora-
tions and limited liability companies. 
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(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 
of the State or Indian Tribe to provide information 
about the beneficial owners (as that term is defined 
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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; 
(B) has impeded investigations into enti-
ties suspected of such misconduct; and 
(C) increases the costs to financial institu-
tions of complying with due diligence require-
ments imposed under the Bank Secrecy Act, the 
USA PATRIOT Act, or other applicable Fed-
eral, State, or Tribal law; 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-
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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-
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. 
(d) ANNUAL REPORT ON BENEFICIAL OWNERSHIP 
INFORMATION.— 
(1) REPORT.—The Secretary of the Treasury 
shall issue an annual report to the Committee on Fi-
nancial Services of the House of Representatives and 
the Committee on Banking, Housing, and Urban Af-
fairs of the Senate with respect to the beneficial 
ownership information collected pursuant to section 
5333 of title 31, United States Code, that con-
tains— 
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(A) aggregate data on the number of bene-
ficial owners per reporting corporation or lim-
ited liability company; 
(B) the industries or type of business of 
each reporting corporation or limited liability 
company; and 
(C) the locations of the beneficial owners. 
(2) PRIVACY.—In issuing reports under para-
graph (1), the Secretary shall not reveal the identi-
ties of beneficial owners or names of the reporting 
corporations or limited liability companies. 
SEC. 5. DEFINITIONS. 
In this Act, the terms ‘‘Bank Secrecy Act’’, ‘‘bene-
ficial owner’’, ‘‘corporation’’, and ‘‘limited liability com-
pany’’ have the meaning given those terms, respectively, 
under section 5333(d) of title 31, United States Code. 
DIVISION B—COUNTER ACT OF 
2019 
SECTION 1. SHORT TITLE; TABLE OF CONTENTS. 
(a) SHORT TITLE.—This Act may be cited as the 
‘‘Coordinating Oversight, Upgrading and Innovating 
Technology, and Examiner Reform Act of 2019’’ or the 
‘‘COUNTER Act of 2019’’. 
(b) TABLE OF CONTENTS.—The table of contents for 
this Act is as follows: 
DIVISION B—COUNTER ACT OF 2019 
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Sec. 1. Short title; table of contents. 
Sec. 2. Bank Secrecy Act definition. 
TITLE I—STRENGTHENING TREASURY 
Sec. 101. Improving the definition and purpose of the Bank Secrecy Act. 
Sec. 102. Special hiring authority. 
Sec. 103. Civil Liberties and Privacy Officer. 
Sec. 104. Civil Liberties and Privacy Council. 
Sec. 105. International coordination. 
Sec. 106. Treasury Attache´s Program. 
Sec. 107. Increasing technical assistance for international cooperation. 
Sec. 108. FinCEN Domestic Liaisons. 
Sec. 109. FinCEN Exchange. 
Sec. 110. Study and strategy on trade-based money laundering. 
Sec. 111. Study and strategy on de-risking. 
Sec. 112. AML examination authority delegation study. 
Sec. 113. Study and strategy on Chinese money laundering. 
TITLE II—IMPROVING AML/CFT OVERSIGHT 
Sec. 201. Pilot program on sharing of suspicious activity reports within a finan-
cial group. 
Sec. 202. Sharing of compliance resources. 
Sec. 203. GAO Study on feedback loops. 
Sec. 204. FinCEN study on BSA value. 
Sec. 205. Sharing of threat pattern and trend information. 
Sec. 206. Modernization and upgrading whistleblower protections. 
Sec. 207. Certain violators barred from serving on boards of United States fi-
nancial institutions. 
Sec. 208. Additional damages for repeat Bank Secrecy Act violators. 
Sec. 209. Justice annual report on deferred and non-prosecution agreements. 
Sec. 210. Return of profits and bonuses. 
Sec. 211. Application of Bank Secrecy Act to dealers in antiquities. 
Sec. 212. Geographic targeting order. 
Sec. 213. Study and revisions to currency transaction reports and suspicious 
activity reports. 
Sec. 214. Streamlining requirements for currency transaction reports and sus-
picious activity reports. 
TITLE III—MODERNIZING THE AML SYSTEM 
Sec. 301. Encouraging innovation in BSA compliance. 
Sec. 302. Innovation Labs. 
Sec. 303. Innovation Council. 
Sec. 304. Testing methods rulemaking. 
Sec. 305. FinCEN study on use of emerging technologies. 
Sec. 306. Discretionary surplus funds. 
(c) REFERENCES TO THIS ACT.—In this division— 
(1) any reference to ‘‘this Act’’ shall be deemed 
a reference to ‘‘this division’’; and 
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(2) except as otherwise expressly provided, any 
reference to a section or other provision shall be 
deemed a reference to that section or other provision 
of this division. 
SEC. 2. BANK SECRECY ACT DEFINITION. 
Section 5312(a) of title 31, United States Code, is 
amended by adding at the end the following: 
‘‘(7) 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.’’. 
TITLE I—STRENGTHENING 
TREASURY 
SEC. 101. IMPROVING THE DEFINITION AND PURPOSE OF 
THE BANK SECRECY ACT. 
Section 5311 of title 31, United States Code, is 
amended— 
(1) by inserting ‘‘to protect our national secu-
rity, to safeguard the integrity of the international 
financial system, and’’ before ‘‘to require’’; and 
(2) by inserting ‘‘to law enforcement and’’ be-
fore ‘‘in criminal’’. 
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SEC. 102. SPECIAL HIRING AUTHORITY. 
(a) IN GENERAL.—Section 310 of title 31, United 
States Code, is amended— 
(1) by redesignating subsection (d) as sub-
section (g); and 
(2) by inserting after subsection (c) the fol-
lowing: 
‘‘(d) SPECIAL HIRING AUTHORITY.— 
‘‘(1) IN
GENERAL.—The Secretary of the 
Treasury may appoint, without regard to the provi-
sions of sections 3309 through 3318 of title 5, can-
didates directly to positions in the competitive serv-
ice (as defined in section 2102 of that title) in 
FinCEN. 
‘‘(2) PRIMARY
RESPONSIBILITIES.—The pri-
mary responsibility of candidates appointed pursuant 
to paragraph (1) shall be to provide substantive sup-
port in support of the duties described in subpara-
graphs (A), (B), (E), and (F) of subsection (b)(2).’’. 
(b) REPORT.—Not later than 360 days after the date 
of enactment of this Act, and every year thereafter for 
7 years, the Director of the Financial Crimes Enforcement 
Network shall submit a report to the Committee on Finan-
cial Services of the House of Representatives and the 
Committee on Banking, Housing, and Urban Affairs of 
the Senate that includes— 
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(1) the number of new employees hired since 
the preceding report through the authorities de-
scribed under section 310(d) of title 31, United 
States Code, along with position titles and associ-
ated pay grades for such hires; and 
(2) a copy of any Federal Government survey of 
staff perspectives at the Office of Terrorism and Fi-
nancial Intelligence, including findings regarding the 
Office and the Financial Crimes Enforcement Net-
work from the most recently administered Federal 
Employee Viewpoint Survey. 
SEC. 103. CIVIL LIBERTIES AND PRIVACY OFFICER. 
(a) APPOINTMENT OF OFFICERS.—Not later than the 
end of the 3-month period beginning on the date of enact-
ment of this Act, a Civil Liberties and Privacy Officer 
shall be appointed, from among individuals who are attor-
neys with expertise in data privacy laws— 
(1) within each Federal functional regulator, by 
the head of the Federal functional regulator; 
(2) within the Financial Crimes Enforcement 
Network, by the Secretary of the Treasury; and 
(3) within the Internal Revenue Service Small 
Business and Self-Employed Tax Center, by the Sec-
retary of the Treasury. 
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(b) DUTIES.—Each Civil Liberties and Privacy Offi-
cer shall, with respect to the applicable regulator, Net-
work, or Center within which the Officer is located— 
(1) be consulted each time Bank Secrecy Act or 
anti-money laundering regulations affecting civil lib-
erties or privacy are developed or reviewed; 
(2) be consulted on information-sharing pro-
grams, including those that provide access to person-
ally identifiable information; 
(3) ensure coordination and clarity between 
anti-money laundering, civil liberties, and privacy 
regulations; 
(4) contribute to the evaluation and regulation 
of new technologies that may strengthen data pri-
vacy and the protection of personally identifiable in-
formation collected by each Federal functional regu-
lator; and 
(5) develop metrics of program success. 
(c) DEFINITIONS.—For purposes of this section: 
(1) BANK SECRECY ACT.—The term ‘‘Bank Se-
crecy Act’’ has the meaning given that term under 
section 5312 of title 31, United States Code. 
(2) FEDERAL FUNCTIONAL REGULATOR.—The 
term ‘‘Federal functional regulator’’ means the 
Board of Governors of the Federal Reserve System, 
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the Comptroller of the Currency, the Federal De-
posit Insurance Corporation, the National Credit 
Union Administration, the Securities and Exchange 
Commission, and the Commodity Futures Trading 
Commission. 
SEC. 104. CIVIL LIBERTIES AND PRIVACY COUNCIL. 
(a) ESTABLISHMENT.—There is established the Civil 
Liberties and Privacy Council (hereinafter in this section 
referred to as the ‘‘Council’’), which shall consist of the 
Civil Liberties and Privacy Officers appointed pursuant to 
section 103. 
(b) CHAIR.—The Director of the Financial Crimes 
Enforcement Network shall serve as the Chair of the 
Council. 
(c) DUTY.—The members of the Council shall coordi-
nate on activities related to their duties as Civil Liberties 
Privacy Officers, but may not supplant the individual 
agency determinations on civil liberties and privacy. 
(d) MEETINGS.—The meetings of the Council— 
(1) shall be at the call of the Chair, but in no 
case may the Council meet less than quarterly; 
(2) may include open and partially closed ses-
sions, as determined necessary by the Council; and 
(3) shall include participation by public and pri-
vate entities and law enforcement agencies. 
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‘‘(A) is derived from the independent 
knowledge or analysis of a whistleblower; 
‘‘(B) is not known to FinCEN from any 
other source, unless the whistleblower is the 
original source of the information; and 
‘‘(C) is not exclusively derived from an al-
legation made in a judicial or administrative 
hearing, in a governmental report, hearing, 
audit, or investigation, or from the news media, 
unless the whistleblower is a source of the infor-
mation. 
‘‘(5) RELATED ACTION.—The term ‘related ac-
tion’, when used with respect to any judicial or ad-
ministrative action brought by FinCEN, means any 
judicial or administrative action that is based upon 
original information provided by a whistleblower that 
led to the successful enforcement of the action. 
‘‘(6) SECRETARY.—The term ‘Secretary’ means 
the Secretary of the Treasury. 
‘‘(7) WHISTLEBLOWER.—The term ‘whistle-
blower’ means any individual who provides, or 2 or 
more individuals acting jointly who provide, informa-
tion relating to a violation of laws enforced by 
FinCEN, in a manner established, by rule or regula-
tion, by FinCEN. 
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