Doing Business in Florida Blog

Client Alert - FinCEN Issues Final Rule on Company Applicant - Beneficial Ownership Reporting Under the Corporate Transparency Act

October 7, 2022
Mark Wisniewski  |  Financial Crimes Enforcement Network

On September 29, 2022, the Financial Crimes Enforcement Network (“FinCEN”) issued a much-anticipated final rule (“Final Rule”) implementing the Corporate Transparency Act’s (“CT Act”) beneficial ownership information (“BOI”) reporting provisions. The purpose of the Final Rule is to assist FinCEN, law enforcement, and other stakeholders within the national security apparatus in interdicting criminal actors that seek to launder illegal source proceeds and/or to hide assets utilizing the U.S. financial system and/or U.S. (and foreign) corporate entities. 

Subject to certain exceptions for corporate entities that are expressly exempt from the beneficial ownership information reporting requirements imposed by the CT Act, the Final Rule will require most corporate entities created in or registered to do business in the United States to prepare and submit BOI reports (“BOI Reports”) to FinCEN identifying two categories of individuals: (1) the ‘beneficial owners’ of the entity; and (2) the ‘company applicants’ of the entity.  The Final Rule provides guidance on who must file a BOI Report, what information must be reported, and when a BOI Report is due.