FinCEN Releases Beneficial Ownership Information Report and FinCEN Identifier Application for Public Comment

Authors: Michael T. Gershberg, Gregory Bernstein

On January 17, 2023, the U.S. Financial Crimes Enforcement Network (“FinCEN”) released for public comment two documents in support of its previously-issued Beneficial Ownership Information Reporting Requirements Rule (“BOI Reporting Rule”): (1) the report to collect beneficial ownership information (“BOI”) from reporting companies and (2) the application for a FinCEN identifier, which may be used in lieu of providing a reporting company directly with BOI. FinCEN will accept comments on these two documents until March 20, 2023.

Beneficial Ownership Information Reporting Form

The draft BOI reporting form requires reporting companies to provide:

• Full legal name of the reporting company (and any trade names or DBAs);
• Tax identification number;
• Jurisdiction of formation or first registration;
• Current U.S. address;
• Company applicant information for up to two company applicants;
• FinCEN ID or the information described below for a FinCEN identifier application
• Beneficial ownership information
• FinCEN ID or the information described below for a FinCEN identifier application

FinCEN Identifiers

The draft FinCEN identifier application requires the applicant to provide its:

• Full legal name;
• Date of birth;
• Complete current address (both a business address and a residential address should be used if the FinCEN identifier will be used for both a company applicant and a beneficial owner);
• Unique identifying number (e.g., a passport number or driver’s license number);
• An image of the document from which the unique identifying number was taken

To make obtaining a FinCEN identifier easier, the draft BOI reporting form contains a checkbox that would allow the reporting company to request a FinCEN identifier as well. The BOI reporting form also has boxes that filers can check to indicate that the reporting company is a foreign pooled investment vehicle or if any beneficial owner is an exempt entity. In the latter case, the name of the exempt entity may be provided in lieu of personal data for any beneficial owner that exists by virtue of the exempt entity’s ownership of the reporting company.

FinCEN is accepting comments on the draft documents, including ways to enhance the quality and utility of the information collection and ways to minimize the reporting burden. The publications do not indicate when the BOI reporting form or FinCEN identifier application will be made available for use by interested parties. The BOI Reporting Rule will take effect on January 1, 2024 and FinCEN is expected to release final versions of the reporting form and FinCEN identifier application prior to that date.