The 公司透明度法 will require certain US entities (and certain foreign entities) to report information relating to their ultimate 受益所有人 to FinCEN. FinCEN issued its Final Rule implementing the CTA on September 29, 将实施日期定为1月1日, 2024. This new Act and its reporting obligations are discussed in detail below.
The 公司透明度法 (“CTA”) was passed in early 2021 and is intended to expand upon the Anti-Money Laundering Act of 2020 (“AML的行为”). The CTA is administered and enforced by the Financial Crimes Enforcement Network (“FinCEN”). FinCEN是美国的一个分支机构.S. Department of the Treasury responsible for combating money laundering and promoting national security through the collection and treatment of financial data for law enforcement purposes by building global cooperation with counterpart organizations in other countries.
CTA将要求所有美国公司实体, 比如公司和有限责任公司, as well as other entities deemed as Reporting Entities to disclose their ultimate 受益所有人 Information (“投资委员会”). Certain foreign entities registered to do business in the United States may also be determined to be Reporting Entities. A Reporting Entity will be required to file a 投资委员会 report with FinCEN to identify itself and provide details of its 受益所有人(s). Although entities which are not Reporting Entities will have no obligations to report and will themselves not be reported, 任何一个人, 直接或间接, exercises substantial control over or owns or controls at least 25 percent of the ownership interests of Reporting Company will have to be reported. 这意味着个别董事, 军官, 股东, 还有移民, 信托的受托人或受益人, may all be considered 受益所有人s of a Reporting Entity under the control and ownership tests as discussed below.
The 受益所有人 of a Reporting Entity includes 任何一个人, 直接或间接, 通过任何合同, 安排, 理解, 的关系, 或者:
(i) exercises substantial control over the entity; or
(ii) owns or controls not less than 25 percent of the ownership interests of the entity.
未成年人, nominees and creditors are generally exempt from the definition of a 受益所有人 (though creditors holding convertible debt interests may be owners as discussed above). 注意，这里有一个雇员例外, but it is limited to individuals “acting solely as an employee” and where their “control over or economic benefits from” a reporting company are derived “solely” from their employment status—but only if they are not senior 军官 of a company.
FinCEN has narrowed the broad definition of Reporting Entities with a listing of 23 entities which are exempt from the definition of “reporting company” (each an “Exempt Entity”), 包括:
- 银行等受监管行业的实体, 保险, 证券, 会计师事务所, 经纪人, 经销商, 信用合作社, 等.
- Large operating companies with a substantial physical presence in the US (greater than 20 employees and $5 million in gross receipts from US Sources)
- 所有权受控制或完全拥有的任何实体, 直接或间接, 获豁免实体
Most trusts – foreign or domestic – will not be Reporting Entities as they are not entities created by filings with a state or tribal office. But if a trust owns upwards of 25% or has substantial control over a Reporting Company, 信托是受益所有人. However, the trust itself cannot be the 受益所有人 because this must be an individual. 因此, it is then possible for multiple individuals who are associated with a trust which is connected to a Reporting Entity to be considered 受益所有人s under the CTA.
1月1日之前创建的报告实体, 2024年1月1日截止, 2025 to file their initial report while Reporting Entities created after January 1, 2024, must file their initial 投资委员会 Reports within 30 calendar days of their creation or registration.
Filing 投资委员会 Reports will be done electronically through an online interface. The Report will include information about the Reporting Entity itself.
Also, for each 受益所有人 the Reporting Entity must report:
- A unique identifying number from an acceptable identification document (such as a state-issued ID or passport) along with an image of the document.
A Reporting Entity may be charged with civil or criminal penalties or both for failure to comply with the CTA under FinCEN’s general enforcement powers provided to the agency under US law. These penalties include civil monetary penalties ranging from $25,000 to $250,根据违法行为的性质，罚款5万美元, 并可能因故意违规而承担刑事责任.
Operating under the assumption that all entities created before the January 1st, 2024年提交日期, FinCEN估计有32个,556,929 投资委员会 initial reports will be filed within Year 1 (2024). These numbers tell us that the CTA will impose reporting requirements on many US corporate-type entities. We finally note that if no Reporting Entity exists within a structure, 那么在CTA下就不需要报告了.
The above is for general information only and should not be considered as legal advice. 如需更多资料，请 澳门官方老葡京.