ACFCS Exclusive Contributor Report: Company Transparency Law Introduces Beneficial Ownership Disclosure Requirements for Investment Funds – CFCS
How to illuminate the property? Control the controllers
As for the CTA, it obliges certain “reporting companies” to declare the name, date of birth, current address and unique identification number (from a passport or driver’s license, for example) of their “beneficial owner (s)” at FinCEN. .
This information should be updated annually to reflect any changes.
Subject to certain exceptions, a “beneficial owner” is defined in the CTA as “any natural person who, directly or indirectly, through a contract, arrangement, agreement, relationship or other :
(I) exercises substantial control over the entity; or
(ii) owns or controls at least 25 percent of the ownership interest of the entity.
In addition, under the CTA, the term “reporting company” means any company, limited liability company or similar entity which is:
(I) created by filing a document with the Secretary of State or similar office under the laws of a State or Indian tribe, or
(ii) formed under the laws of a foreign country and registered 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 an Indian tribe.
While the LTC clarifies that corporations and limited liability companies are subject to its requirements, it is expected that other flow-through entities synonymous with fund structures will also be included, such as limited partnerships.
CTA excludes [from the definition of “reporting companies”] any business that employs more than 20 full-time employees in the United States, reports more than $ 5 million in gross revenue or sales annually to the IRS and has an operational presence in a physical office in the United States
The CTA also excludes broad categories of listed, regulated, not-for-profit and government entities.
Specifically, the CTA excludes funds and advisers already subject to reporting requirements to federal agencies, including mutual funds, private equity funds, SEC-registered investment advisers, and financial advisers. venture capital funds.