The Oklahoma Bar Journal December 2022

to calculate beneficial ownership on a pass-through basis for entities with multiple layers of investors. Exceptions. The proposed reg ulations also provide five excep tions to the definition of beneficial owners. These exceptions relate to minor children, nominees or other intermediaries, employees, inheri tors and creditors. 24 Company Applicant Every reporting company is also required to report certain infor mation about each of its company applicants. A company applicant is defined as any individual who files an application to form an entity or registers an entity to do business in the U.S. Under the proposed rules, an applicant also includes “any individual who is primarily responsible for directing or con trolling the filing if more than one individual is involved in the filing of the [formation] document.” 25

the required information and simply submitting the FIN in lieu of the more extensive reporting. 29 Reporting Company For reporting companies, the following information concerning the reporting company must be included in the beneficial owner ship report filed by the reporting company to the FinCEN database: 1. The full name of the report ing company; 2. Any trade name or “doing business as” name; 3. The business street address; 4. The state or tribal jurisdic tion of formation; 30 and 5. The IRS-issued taxpayer identification number

Lawyers play a critical role in assisting their clients in the formation of reporting companies. Although there is some debate regarding the scope of a lawyer’s responsibility, 26 any lawyer who signs as an “organizer” or “incor porator” on behalf of the reporting company or otherwise controls the decision making regarding the reporting company’s formation could be classified as a company applicant resulting in their per sonal information being reported to the CTA database. 27 REQUIRED DISCLOSURES A reporting company must disclose information about itself, its beneficial owners, its management and the company applicants to FinCEN. The reporting is to be done through an online secured portal, which has not yet been released. 28 If the filer anticipates multiple fil ings, it can obtain a FinCEN iden tifier number (FIN) by providing

(TIN), including the report ing company’s employer identification number (EIN). 31

Although there is some debate regarding the scope of a lawyer’s responsibility, 26 any lawyer who signs as an “organizer” or “incorporator” on behalf of the reporting company or otherwise controls the decision making regarding the reporting company’s formation could be classified as a company applicant resulting in their personal information being reported to the CTA database. 27

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THE OKLAHOMA BAR JOURNAL