[White Paper Update] FinCEN Beneficial Ownership Information Reporting: Guidance for the Private Funds Industry

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On September 30, 2022, the U.S. Treasury Department’s Financial Crimes Enforcement Network (“FinCEN”) published a final rule (the “Final Rule”) implementing the beneficial ownership information reporting requirements of the Corporate Transparency Act (the “CTA”). The Final Rule identifies which legal entities must report beneficial ownership information to the government, what information must be reported and when reports are due, and it is the first of three rulemakings that FinCEN plans to implement the CTA. However, many questions remain, particularly with respect to the implementation of the reporting requirements in the private funds context.

Ropes & Gray, in collaboration with Debevoise & Plimpton, Kirkland & Ellis, and Simpson Thacher & Bartlett, has prepared this white paper to address common queries raised by participants in the private funds industry related to the Final Rule. It is being provided to clients to facilitate consideration and implementation of the CTA’s beneficial ownership reporting requirements. However, as the facts and circumstances of any particular legal entity and/or its ownership structure may vary and/or raise unique questions or considerations, counsel should be consulted with respect to application of the Final Rule and the consensus views outlined herein.

Originally published in September 2023, we have revised the white paper to account for certain guidance issued by FinCEN since our original publication. FinCEN may issue additional guidance in the future that address the matters described herein, and any such guidance could provide interpretations that differ from those we have articulated.