On April 5, the US Financial Crimes Enforcement Network (“FinCEN”) published an Advance Notice of Proposed Rulemaking (“ANPR”) to implement the Corporate Transparency Act (“CTA”), which was enacted into law as part of the National Defense Authorization Act (“NDAA”) on January 1, 2021. The comment period closes May 5, 2021. The CTA requires certain legal entities, including limited liability companies (“LLCs”), to register with FinCEN and disclose their ultimate, natural person beneficial owners. The registration requirements apply to US corporate entities as well as corporate entities formed outside the United States that are registered to do business in the United States. The reporting and disclosure requirements could be particularly relevant to banks and investment fund structures that use LLCs and other corporate entities in connection with financings and corporate acquisitions.1
1 Please see our recent client alert, The US National Defense Authorization Act for Fiscal Year 2021: What You Need to Know, for a complete summary of the NDAA’s anti-money laundering and anti-terrorism financing provisions.