January 28, 2023

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January 26, 2023

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FinCEN Seeks Public Comment on Corporate Transparency Act

On April 1, the U.S. Department of the Treasury’s Financial Crimes Enforcement Network (FinCEN) issued an Advance Notice of Proposed Rulemaking (ANPRM) to solicit comments from the public on issues relevant to the implementation of the Corporate Transparency Act (CTA). The CTA was enacted into law as part of the National Defense Authorization Act for Fiscal Year 2021.

As we reported earlier this year (see articles here and here), the CTA requires certain newly formed and existing corporate entities (“reporting companies”) to identify and disclose information on their “beneficial owners” to FinCEN. This information includes identifying the beneficial owners by full legal name, date of birth, current residential or business address, and a unique identifying number from a non-expired passport, personal information card, or driver’s license, or one issued by FinCen (the “FinCEN identifier”).

FinCEN must maintain the information on beneficial ownership acquired from the reporting companies in a secure, non-public database that may be accessed for limited purposes by national security, intelligence, and law enforcement agencies, and federal functional regulators (e.g., the Federal Deposit Insurance Corporation and the Securities and Exchange Commission).

The CTA requires FinCEN to issue regulations by January 1, 2022, that will govern the procedures and standards for reporting the requested information, as well as the ongoing maintenance of such information.

FinCEN is now seeking preliminary input on various topics that will be covered under the forthcoming CTA regulations, including specific comments from the public on (i) how to best implement the new reporting requirements and the provisions regarding FinCEN’s maintenance and disclosure of beneficial information; (ii) the procedures and standards for reporting companies to submit the required information regarding their beneficial owners; (iii) the various definitions referenced in the CTA (such as “reporting companies” and “beneficial owners”); (iv) the form and issuance of the FinCEN identifier; and (v) ways to manage costs for small businesses.

Comments in response to the ANPRM may be submitted online or by mail and must be received on or before May 5, 2021. FinCEN encourages all interested parties, in particular those parties who would be affected by the beneficial ownership information reporting provisions or would seek access to such information, to submit written comments. These comments will guide FinCEN in its implementation of all aspects of the new rules.

© 2023 ArentFox Schiff LLPNational Law Review, Volume XI, Number 105

About this Author

Tracy L. McLaughlin Attorney and Financial Planner Arent Fox

Tracy L. Adamovich is a member of the firm’s Private Clients, Trusts and Estates Group. An attorney and Certified Financial Planner™, she assists clients with general estate planning, elder law, and special needs planning.

Before joining Schiff Hardin, Tracy was a financial advisor with a registered investment advisory firm. Drawing on this experience, she understands how the estate plan fits within a client’s overall financial strategy. She was also an associate in the New York office of an elite international law firm. Tracy is a decorated...


Adam Diederich concentrates his practice in labor and employment litigation and counseling.

Nathan A. Engel Corporate Attorney Schiff Hardin Lake Forest, IL

Nate provides strategic counseling to business and non-profit clients on a wide range of legal issues.

By focusing first on each client’s specific business objectives, he targets solutions to address those goals. His clients look to him for advice on a host of matters including preparing and reviewing contracts, organizing and transforming business entities, corporate governance matters, risk management, statutory and regulatory compliance and business dispute resolution.

Nate also represents lenders and borrowers in business transactions, and in real estate sales, purchases...

Evgeny Magidenko Associate Ann Arbor Tax, International , Corporate and Transactional

Gene is a tax attorney who advises individual and corporate clients nationwide and internationally on transactional tax matters, tax controversies, and tax compliance. Gene brings a strategic perspective to his clients’ matters, whether they involve tax planning or disputes with the IRS, by drawing on his breadth of experience in the field, including his work in the private sector and Federal government service.

Before joining Schiff Hardin, Gene worked in the Ann Arbor office of a large Detroit firm, where his practice focused on estate planning and tax matters, and earlier as an...


Ben is a trusts and estates attorney with a focus on estate planning. He advises clients on wills and trusts, lifetime gift planning, and estate administration. He also has experience analyzing issues with estate litigation and drafting memoranda pertaining to estate and real estate matters. Ben couples his focus and dedication with his diverse professional background to craft and implement creative solutions to achieve his clients’ needs.