by Greg D. Andres, Uzo Asonye, Kendall Howell, Paul D. Marquardt, Tatiana R. Martins, John B. Reynolds III, Will Schisa, Daniel P. Stipano, and Charles Marshall Wilson.
FinCEN’s final rule, which goes into effect January 1, 2024, establishes the requirements for reporting companies to submit their beneficial ownership and company applicant information to the agency, with minimal changes from the proposed rule.
On September 30, 2022, the Financial Crimes Enforcement Network (FinCEN) published the final Beneficial Ownership Information Reporting Rule (the Beneficial Ownership Rule or Final Rule), requiring certain legal entities to submit to FinCEN a report containing information related to the beneficial owner and company applicant of the reporting company (BOI Report or Report). FinCEN published the proposed Beneficial Ownership Information Reporting Rule (the Proposed Rule) on December 7, 2021, as we discuss extensively in this client update. In the Final Rule, FinCEN adopted the language and provisions of the Proposed Rule in most material respects, with certain modifications in response to comments received from the public. Those modifications, as discussed below, include changes to the reporting timeframes, minor updates to the content of the BOI Reports, and changes that clarify (and to a certain extent expand) the definition of “beneficial owner.”