The Oklahoma Bar Journal October 2024

formation document. 101 As defined, a company applicant may include the lawyer who prepared the gov erning documents for the entity. 102 Required disclosures. A reporting company must disclose information about itself, its ben eficial owners, its management and the company applicants to FinCEN. 103 The reporting is to be done through an online, secured portal. 104 If the filer anticipates mul tiple filings, it can obtain a FinCEN identifier number (FIN) by provid ing the required information and simply submit the FIN in lieu of the more extensive reporting. 105 Reporting company: For reporting companies, the following infor mation concerning the reporting company must be included in the beneficial ownership report filed by the reporting company to the FinCEN database: 1) the full name of the reporting company, 2) any trade name or “doing business as” name, 3) the business street address, 4) the state or tribal juris diction of formation 106 and 5) the IRS-issued taxpayer identifica tion number (TIN) (including the

reporting company’s employer identification number or EIN). 107 Beneficial owners, management and company applicants: Each indi vidual who is a beneficial owner of such reporting company, man agement (if exercising substantial control) or a company applicant must submit an initial report to FinCEN that includes: the full legal name of the individual; the date of birth of the individual; the complete current address consisting of: • in the case of a com pany applicant, the company applicant’s business street address of such business or • in the case of a benefi cial owner or manage ment, the residential street address the indi vidual uses for tax resi dency purposes; a unique identifying num ber from one of the follow ing documents:

Defining “beneficial owner” and a “company applicant.” Every reporting company will have at least one “beneficial owner” and “company applicant” whose per sonal information must be submit ted to FinCEN along with that of the reporting company. Beneficial owner (including man agers): Every reporting company is required to report certain informa tion about each of its beneficial own ers. 94 Subject to a few exceptions, 95 a beneficial owner is defined as any individual who either 1) exercises substantial control 96 over the report ing company or 2) owns or controls at least 25% 97 of the reporting com pany’s ownership interests. 98 Company applicant: Every report ing company is also required to report certain information about each of its company applicants. 99 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. 100 Under the rules, an appli cant also includes “any individual who is primarily responsible for directing or controlling the

The years 2022 and 2023 saw several critical pieces of legislation at the state and federal levels that will change the way Oklahoma businesses operate. Practitioners, as a result, are challenged to respond to this changing corporate landscape.

Statements or opinions expressed in the Oklahoma Bar Journal are those of the authors and do not necessarily reflect those of the Oklahoma Bar Association, its officers, Board of Governors, Board of Editors or staff.

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THE OKLAHOMA BAR JOURNAL