31 U.S.C. § 5336 Beneficial Ownership Information Reporting Requirements

• Library: United States Statutes
• Edition: 2023
• Currency: Current through P.L. 118-34 (published on www.congress.gov on 12/26/2023), except for [P. L. 118-31]
• Year: 2023
• Citation: 31 U.S.C. § 5336

(a) DEFINITIONS.-In this section:

(1) ACCEPTABLE IDENTIFICATION DOCUMENT.-The term "acceptable identification document" means, with respect to an individual-

(A) a nonexpired passport issued by the United States;

(B) a nonexpired identification document issued by a State, local government, or Indian Tribe to the individual acting for the purpose of identification of that individual;

(C) a nonexpired driver's license issued by a State; or

(D) if the individual does not have a document described in subparagraph (A), (B), or (C), a nonexpired passport issued by a foreign government.

(2) APPLICANT.-The term "applicant" means any individual who-

(A) files an application to form a corporation, limited liability company, or other similar entity under the laws of a State or Indian Tribe; or

(B) registers or files an application to register a corporation, limited liability company, or other similar entity formed under the laws of a foreign country to do business in the United States by filing a document with the secretary of state or similar office under the laws of a State or Indian Tribe.

(3) BENEFICIAL OWNER.-The term "beneficial owner"-

(A) means, with respect to an entity, an individual who, directly or indirectly, through any contract, arrangement, understanding, relationship, or otherwise-

(i) exercises substantial control over the entity; or

(ii) owns or controls not less than 25 percent of the ownership interests of the entity; and

(B) does not include-

(i) a minor child, as defined in the State in which the entity is formed, if the information of the parent or guardian of the minor child is reported in accordance with this section;

(ii) an individual acting as a nominee, intermediary, custodian, or agent on behalf of another individual;

(iii) an individual acting solely as an employee of a corporation, limited liability company, or other similar entity and whose control over or economic benefits from such entity is derived solely from the employment status of the person;

(iv) an individual whose only interest in a corporation, limited liability company, or other similar entity is through a right of inheritance; or

(v) a creditor of a corporation, limited liability company, or other similar entity, unless the creditor meets the requirements of subparagraph (A).

(4) DIRECTOR.-The term "Director" means the Director of FinCEN.

(5) FINCEN.-The term "FinCEN" means the Financial Crimes Enforcement Network of the Department of the Treasury.

(6) FINCEN IDENTIFIER.-The term "FinCEN identifier" means the unique identifying number assigned by FinCEN to a person under this section.

(7) FOREIGN PERSON.-The term "foreign person" means a person who is not a United States person, as defined in section 7701(a) of the Internal Revenue Code of 1986.

(8) INDIAN TRIBE.-The term "Indian Tribe" has the meaning given the term "Indian tribe" in section 102 of the Federally Recognized Indian Tribe List Act of 1994 ( 25 U.S.C. 5130 ).

(9) LAWFULLY ADMITTED FOR PERMANENT RESIDENCE.-The term "lawfully admitted for permanent residence" has the meaning given the term in section 101(a) of the Immigration and Nationality Act ( 8 U.S.C. 1101(a) ).

(10) POOLED INVESTMENT VEHICLE.-The term "pooled investment vehicle" means-

(A) any investment company, as defined in section 3(a) of the Investment Company Act of 1940 ( 15 U.S.C. 80a-3(a) ); or

(B) any company that-

(i) would be an investment company under that section but for the exclusion provided from that definition by paragraph (1) or (7) of section 3(c) of that Act ( 15 U.S.C. 80a-3(c) ); and

(ii) is identified by its legal name by the applicable investment adviser in its Form ADV (or successor form) filed with the Securities and Exchange Commission.

(11) REPORTING COMPANY.-The term "reporting company"-

(A) means a corporation, limited liability company, or other similar entity that is-

(i) created by the filing of a document with a secretary of state or a similar office under the law of a State or Indian Tribe; or

(ii) formed under the law of a foreign country and registered to do business in the United States by the filing of a document with a secretary of state or a similar office under the laws of a State or Indian Tribe; and

(B) does not include-

(i) an issuer-

(I) of a class of securities registered under section 12 of the Securities Exchange Act of 1934 ( 15 U.S.C. 78l ); or

(II) that is required to file supplementary and periodic information under section 15(d) of the Securities Exchange Act of 1934 ( 15 U.S.C. 78o(d) );

(ii) an entity-

(I) established under the laws of the United States, an Indian Tribe, a State, or a political subdivision of a State, or under an interstate compact between 2 or more States; and

(II) that exercises governmental authority on behalf of the United States or any such Indian Tribe, State, or political subdivision;

(iii) a bank, as defined in-

(I) section 3 of the Federal Deposit Insurance Act ( 12 U.S.C. 1813 );

(II) section 2(a) of the Investment Company Act of 1940 ( 15 U.S.C. 80a-2(a) ); or

(III) section 202(a) of the Investment Advisers Act of 1940 ( 15 U.S.C. 80b-2(a) );

(iv) a Federal credit union or a State credit union (as those terms are defined in section 101 of the Federal Credit Union Act ( 12 U.S.C. 1752 ));

(v) a bank holding company (as defined in section 2 of the Bank Holding Company Act of 1956 ( 12 U.S.C. 1841 )) or a savings and loan holding company (as defined in section 10(a) of the Home Owners' Loan Act ( 12 U.S.C. 1467a(a) ));

(vi) a money transmitting business registered with the Secretary of the Treasury under section 5330;

(vii) a broker or dealer (as those terms are defined in section 3 of the Securities Exchange Act of 1934 ( 15 U.S.C. 78c )) that is registered under section 15 of that Act ( 15 U.S.C. 78o );

(viii) an exchange or clearing agency (as those terms are defined in section 3 of the Securities Exchange Act of 1934 ( 15 U.S.C. 78c )) that is registered under section 6 or 17A of that Act ( 15 U.S.C. 78f, 78q-1 );

(ix) any other entity not described in clause (i), (vii), or (viii) that is registered with the Securities and Exchange Commission under the Securities Exchange Act of 1934 ( 15 U.S.C. 78a et seq.);

(x) an entity that-

(I) is an investment company (as defined in section 3 of the Investment Company Act of 1940 ( 15 U.S.C. 80a-3 )) or an investment adviser (as defined in section 202 of the Investment Advisers Act of 1940 ( 15 U.S.C. 80b-2 )); and

(II) is registered with the Securities and Exchange Commission under the Investment Company Act of 1940 ( 15 U.S.C. 80a-1 et seq.) or the Investment Advisers Act of 1940 ( 15 U.S.C. 80b-1 et seq.);

(xi) an investment adviser-

(I) described in section 203(l) of the Investment Advisers Act of 1940 ( 15 U.S.C. 80b-3(l) ); and

(II) that has filed Item 10, Schedule A, and Schedule B of Part 1A of Form ADV, or any successor thereto, with the Securities and Exchange Commission;

(xii) an insurance company (as defined in section 2 of the Investment Company Act of 1940 ( 15 U.S.C. 80a-2 ));

(xiii) an entity that-

(I) is an insurance producer that is authorized by a State and subject to supervision by the insurance commissioner or a similar official or agency of a State; and

(II) has an operating presence at a physical office within the United States;

(xiv)

(I) a registered entity (as defined in section 1a of the Commodity Exchange Act ( 7 U.S.C. 1a )); or

(II) an entity that is-

(aa)

(AA) a futures commission merchant, introducing broker, swap dealer, major swap participant, commodity pool operator, or commodity trading advisor (as those terms are defined in section 1a of the Commodity Exchange Act ( 7 U.S.C. 1a )); or

(BB) a retail foreign exchange dealer, as described in section 2(c)(2)(B) of that Act ( 7 U.S.C. 2(c)(2)(B) ); and

(bb) registered with the Commodity Futures Trading Commission under the Commodity Exchange Act ( 7 U.S.C. 1 et seq.);

(xv) a public accounting firm registered in accordance with section 102 of the Sarbanes-Oxley Act of 2002 ( 15 U.S.C. 7212 );

(xvi) a public utility that provides telecommunications services, electrical power, natural gas, or water and sewer services within the United States;

(xvii) a financial market utility designated by the Financial Stability Oversight Council under section 804 of the Payment, Clearing, and Settlement Supervision Act of 2010 ( 12 U.S.C. 5463 );

(xviii) any pooled investment vehicle that is operated or advised by a person described in clause (iii), (iv), (vii), (x), or (xi);

(xix) any-

(I) organization that is described in section 501(c) of the Internal Revenue Code of 1986 (determined without regard to section 508(a) of such Code) and exempt from tax under section 501(a) of such Code, except that in the case of any such organization that loses an exemption from tax, such organization shall be considered to be continued to be described in this subclause for the 180-day period beginning on the date of the loss of such tax-exempt status;

(II) political organization (as defined in section 527(e)(1) of such Code) that is exempt from tax under section 527(a) of such Code; or

(III) trust described in paragraph (1) or (2) of section 4947(a) of such Code;

(xx) any corporation, limited liability company, or other similar entity that-

(I) operates exclusively to provide financial assistance to, or hold governance rights over, any entity described in clause (xix);

(II) is a United States person;

(III) is beneficially owned or controlled exclusively by 1 or more United States persons that are United States citizens or lawfully admitted for permanent residence; and

(IV) derives at least a majority of its funding or revenue from 1 or more United States persons that are United States citizens or lawfully admitted for permanent residence;

(xxi) any entity that-

(I) employs more than 20 employees on a full-time basis in the United States;

(II) filed in the previous year Federal income tax returns in the United States demonstrating more than $5,000,000 in gross receipts or sales in the aggregate, including the receipts or sales of-