News 11 Oct. 2023
Curtis Team Instrumental in Shareholder Approval of a New Multilateral Treaty to Transform Pan-African Housing Finance Institution Shelter Afrique into a Development Bank
Event 23 Aug. 2023
Partner Borzu Sabahi Speaks at the 52nd IDRI Professional Accreditation & Membership Programme
Event 18 Aug. 2023
Partner Borzu Sabahi Speaks at FDI Moot Shenzhen
News 25 Jul. 2023
Partner Eric Gilioli Ranked in Top 10 Influential Energy & Natural Resources Lawyers in Kazakhstan in Business Today
Article 22 Aug. 2023
Fuad Zarbiyev Publishes Article in Journal of International Economic Law
Client Alert 14 Aug. 2023
The EU’s Market in Crypto Assets (MiCA) Regulation: The Highlights
Event 22 Aug. 2023
Partner Dr. Claudia Frutos-Peterson to Speak at Arbitration and ADR Commission of the ICC Mexico
Event 11 Jul. 2023
Partner Elisa Botero Speaks on the Role of the ICC in Investment Disputes
News 15 Aug. 2023
Legal Reader Publishes Article on Dr. Majed Alotaibi’s Arrival as Senior Counsel in Curtis’ Riyadh Office
News 31 Jul. 2023
Curtis Welcomes Senior Saudi Advisor, Dr. Majed Alotaibi, to its Riyadh Office
News 24 Aug. 2023
Curtis Attorneys Quoted in CoinDesk on FTX Founder Sam Bankman-Fried’s Strategy Ahead of His Criminal Trial
News 06 Mar. 2023
Russia Sanctions at the First Anniversary: An Overview of Current Sanctions in the US, UK, and EU and How Global Companies Can Navigate Evolving and Conflicting Sanctions Regimes
Client Alert 30 Aug. 2022
The EU Adopts the “Maintenance and Alignment” Sanctions Package
Client Alert 24 Jun. 2021
Update on Virtual Notarization (Executive Order 202.7) During the COVID-19 (Coronavirus) Pandemic (Updated: June 24, 2021) — U.S. Insight
Update on Virtual Witnessing (New York Executive Order 202.14) During The COVID-19 (Coronavirus) Pandemic (Updated: June 24, 2021) — U.S. Insight
Client Alert 14 Oct. 2022
In an effort to combat transactions or activities conducted through corporate structures designed to evade detection across various jurisdictions, the U.S. Department of the Treasury's Financial Crimes Enforcement Network (FinCEN) on September 29, 2022 issued final regulations, implementing reporting requirement of the Corporate Transparency Act (CTA), which was passed by Congress on December 11, 2020, as part of the National Defense Authorization Act for Fiscal Year 2021.
The CTA requires “reporting companies” to report information about their “beneficial owners” as well as “company applicants” - persons who are primarily responsible for directing or controlling the filing of the formation documents. FinCEN must maintain the reported beneficial ownership information in a confidential, secure, and non-public database.
Under the final rules, a “reporting company” generally includes corporations, limited liabilities companies, or other entities that are:
(1) formed under the laws of a State in the United States; or
(2) formed under the laws of a foreign country that are registered to do business in a State in the United States.
Importantly, there are numerous and various significant exclusions from the definition of a “reporting company” including, but not limited to, the following:
Additionally, pooled investment vehicles operated or advised by registered investment advisers that are formed under the laws of a foreign country are required to report information of any individual who exercises substantial control over such pooled investment entity.
For these purposes, beneficial owners include individuals who, directly or indirectly, own or control not less than 25 percent of the ownership interests of the entity or exercise substantial control over the entity.
Under the final rules, an individual exercises substantial control over a reporting company if the individual:
An “ownership interest” is defined as any instrument, contract, arrangement, understanding or mechanism used to establish ownership, such as any equity, stock, capital or profit interest. In turn, an individual may directly or indirectly own or control an ownership interest of a reporting company through any contract, arrangement, understanding or relationship, including, for example, joint ownership, certain trust arrangements and acting as an intermediary, custodian or agent on behalf of another.
The definition of “beneficial owner” does not include 1) minor children, 2) individuals acting as nominees, intermediaries, custodians or agents, 3) employees acting solely as employees and not as senior officers, 4) individuals whose only interest in a reporting company is a future interest through a right of inheritance, and 5) creditors of a reporting company.
The final rules will go into effect on Jan. 1, 2024. Reporting companies created or registered before Jan. 1, 2024, will have one year (until Jan. 1, 2025) to file their initial reports, while reporting companies created or registered after Jan. 1, 2024, will have 30 days after receiving notice of their creation or registration to file their initial reports.
Attorney advertising. The material contained in this Client Alert is only a general review of the subjects covered and does not constitute legal advice. No legal or business decision should be based on its contents.
Marco A. Blanco
Olga R. Beloded
+1 212 696 6000
News 29 Nov. 2023
Partner Dr. Alexandra G. Maier Wins the 2024 Lexology Client Choice Award for the Mining Experts Category
Event 20 Nov. 2023
Mohannad A. El Murtadi to Moderate a Panel on New York’s First Africa Arbitration Day
Event 15 Nov. 2023
Fernando Tupa Speaks on Latin America Perspectives on Investor-State Dispute Resolution at Columbia University