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

13 February 2024
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Effective January 1, 2024, the U.S. Corporate Transparency Act (the “CTA”) requires certain entities created or registered to do business in the United States to report information about their beneficial owners, senior officers 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 (i) is currently applicable to entities newly created or registered to do business on or after January 1, 2024 and (ii) takes effect on January 1, 2025 for reporting companies that were created or registered to do business before January 1, 2024. In other words, there is no grandfathering for preexisting companies in scope for the reporting requirement.

The Treasury Department has provided some guidance, often in the form of “frequently asked questions” (“FAQs”), on the reporting obligations and exemptions from reporting that may be available; however, many questions remain, particularly with respect to the application of available exemptions in the private funds context. On September 28, 2023, Debevoise joined with three other leading law firms to prepare guidance to address common questions from clients in the private funds industry related to the new beneficial ownership reporting regime. The attached guidance is updated from our original paper to account for certain FAQs issued by the Treasury Department since our original publication.

We continue to monitor closely 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.