FinCEN Beneficial Ownership Information Reporting: Guidance for the Private Funds Industry

28 September 2023
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Beginning January 1, 2024, the U.S. Corporate Transparency Act (“CTA”) will require certain entities created or registered to do business in the United States to report information about their beneficial owners and control persons to the U.S. Treasury Department, unless an exemption is available. Our client update regarding this requirement is here. The reporting requirement will (i) apply initially to entities newly created or registered to do business on or after January 1, 2024 and (ii) take effect one year later, on January 1, 2025, for reporting companies created or registered to do business before January 1, 2024. In other words, there is no grandfathering for pre-existing companies in scope for the reporting requirement.

The Treasury Department has provided some guidance on the reporting obligations and exemptions from reporting that may be available, but many questions remain, particularly with respect to the application of available exemptions in the private funds context. Debevoise has joined with three other leading law firms to prepare the attached guidance to address common questions we are receiving from clients in the private funds industry related to the new beneficial ownership reporting regime.

We are closely monitoring developments related to the implementation of beneficial ownership information reporting requirements under the CTA and would be pleased to discuss their application to the facts and circumstances of any particular legal entity and/or ownership structure within your organization. Please do not hesitate to contact us with questions.