Following the enactment of the Anti-Money Laundering Act of 2020 (AMLA), which encompasses the Corporate Transparency Act (CTA), the Financial Crimes Enforcement Network (FinCEN) published an Advance Notice of Proposed Rulemaking (ANPR) on April 5, 2021, to implement Section 6403 of the CTA, relating to beneficial ownership reporting. In the ANPR, FinCEN solicits comment within 30 days on 48 questions that cover, among other topics, reporting requirements, the beneficial ownership registry, and disclosure of beneficial ownership information (BOI) to third parties. Our Client Alert on the AMLA is available here.
The Bank Secrecy Act was amended by the CTA as a means to inhibit the use of U.S.-based shell corporations for illicit financial activity. The CTA requires certain companies that are formed or registered to do business in the U.S. to report BOI to FinCEN upon the company’s formation or registration under state or tribal law. FinCEN will maintain this BOI in a registry, and will be permitted to disclose the BOI in specific circumstances to limited parties and subject to certain conditions.
The ANPR questions are organized into five categories, outlined below. For each category, we include a selection of some of the key questions raised by FinCEN.
Comments are due by May 5, 2021, and the rule must be promulgated by January 1, 2022. Additional AMLA-related rulemakings from FinCEN will be forthcoming, including on the Customer Due Diligence Rule.
 Within two years of the date that final regulations are issued, existing companies must submit BOI to FinCEN or certify to FinCEN, in accordance with specific procedures, that the company is exempt.
 In addition to a name, date of birth, and address, a reporting company must submit a unique identifying number for beneficial owners. In lieu of using a passport or driver’s license number, a reporting company may request a FinCEN identifier for the beneficial owner.