On September 29, 2023, the Department of the Treasury published through the Federal Register a Notice of information collection, that the Agency will submit to the Office of Management and Budget (OMB) for review and clearance in accordance with the Paperwork Reduction Act of 1995 (PRA). The request for information is in relation to the BOIR Form. The public is invited to submit comments on this information collection request on or before October 30, 2023.
On September 30, 2022, FinCEN issued the Beneficial Ownership Information Reporting Requirements final rule which requires certain legal entities to report to FinCEN information about themselves as well as information about their beneficial owners. Consistent with the requirements of the PRA, FinCEN carefully considered the comments received in response to the 60-day notice that proposed the BOIR Form for public comment. According to FinCEN, commenters were uniformly critical of the “unknown checkboxes” that would allow a reporting company to indicate if certain information about a beneficial owner or company applicant is “unknown,” or if the reporting company is unable to identify information about a beneficial owner or company applicant. A significant number of commenters suggested removing all such checkboxes as it may, according to them, incorrectly suggest to filers that it is optional to report required information.
In response to the comments, FinCEN plans to implement a revised approach to the BOIR Form that will not contain unknown checkboxes. The plan consists of two implementations. First, starting January 1, 2024, FinCEN will require every field to be completed and the BOIR Form can only be submitted once each required field has been filled out. FinCEN, however, recognizes that this might inadvertently discourage reporting companies from filing in a timely manner because they do not have sufficient information or may result in meaningless or untruthful information in certain fields just to complete the form. With that in mind, FinCEN may consider an alternative implementation where the BOI Form would have the same response fields that require the same information to be reported but would provide a mechanism for filers to temporarily indicate if they are unable to provide certain information for certain reasons. Specifically, there would be a drop-down option in the Beneficial Owner(s) section that would allow filers to specify one of a few reasons why they are temporarily unable to provide a piece of information about a beneficial owner. Forms whose filers select a drop-down option will be accepted into the filing system but will still be considered incomplete and non-compliant filings. Forms will only be considered complete and compliant once the missing information is subsequently added, the drop-down option is removed from each field, and the form is updated.
FinCEN stated that in both implementations of the form, it will make clear that reporting companies must provide all required information to satisfy their reporting obligations.
Written comments should be received on or before October 30, 2023.
The Notice of information collection can be found here.