The U.S. Department of Treasury, on behalf of the Financial Crimes Enforcement Network (“FinCEN”), has invited the public to submit comments on the information to be collected in the beneficial ownership information (“BOI”) report required under the Corporate Transparency Act (CTA).
On September 30, 2022, FinCEN issued the BOI reporting requirements final rule (the “Final BOI Reporting Rule”). The Final BOI Reporting Rule requires certain business entities to report to FinCEN information about the entity as well as personal identifying information (PII) about the entity’s beneficial owners. The BOI reports are to be filed by completing an online form (the “BOI Form”) and submitting it through an online portal or submitting the information through an Application Programming Interface. In prior comments received from the public on the BOI Form, commenters were critical of the checkboxes that would allow a reporting company to indicate if certain information about a beneficial owner or company applicant is “unknown,” or if the reporting company is unable to identify information about a beneficial owner or company applicant. Commenters referred to these checkboxes as the “unknown checkboxes.” A large number of these comments expressed concern that the checkboxes would incorrectly suggest to filers that it is optional to report required information, and that reporting companies need not conduct a diligent inquiry to comply with their reporting obligations. These commenters requested that FinCEN remove all such checkboxes.
In response to these expressed concern, among others, FinCEN is considering an alternative implementation. The alternative implementation would have the same response fields that require the same information to be reported, and reporting companies would be required to provide accurate responses in every field to submit a filing (the filing could not mechanically be submitted unless all boxes include a response). However, this implementation would provide a mechanism for filers to “temporarily” indicate if they are unable to provide certain information for certain prescribed reasons. Specifically, there would be a drop-down option in the Beneficial Owner(s) section that would allow filers to specify one of a few reasons why they are temporarily unable to provide a piece of information about a beneficial owner. FinCEN is considering several drop-down options, including (but not limited to): “Cannot Contact BO”; “BO Unresponsive”; “BO Refused to Provide”; and “Third Party Refused to Provide.” Forms whose filers select a drop-down option will be accepted into the beneficial ownership secure system (BOSS) filing system, but will still be considered incomplete and non-compliant filings. Forms will only be considered complete and compliant once the missing information is subsequently added, the drop-down option is removed from each field, and the form is updated.
Written comments on the proposed information collection should be sent by October 30, 2023 to www.reginfo.gov/public/do/PRAMain.