This webinar, hosted by Athennian CEO Adrian Camara and Customer Success Manager Charlé West, featuring guest speaker Michael Kline, Partner, and Assistant General Counsel at Fox Rothschild LLP, will provide a high-level overview of the new U.S. Corporate Transparency Act. Learn what FINCEN's Beneficial Ownership regime means for legal teams and how best to approach these upcoming challenges. Determine the risks and penalties for non-compliance, and unlock tech best practices to stay abreast of the new changes.

1. U.S. Corporate
Transparency Act:
June 30th, 2022
Webinar
How will Legal Teams Comply
With FinCEN's New Beneficial
Ownership Regime?

2. Meet the Hosts
Michael Kline
Fox Rothschild LLP
Partner & Assistant
General Counsel
Charlé West
Athennian, Customer
Success Manager
Adrian Camara
Athennian, CEO
Adrian Camara
Athennian, CEO

3. About
Athennian
Athennian is a modern business entity and subsidiary
governance platform that streamlines corporate
compliance, tax, governance, ownership, and more.
Athennian and Fox Rothschild LLP are finalizing a
partnership where Fox Rothschild will use Athennian
as a system of record for CTA compliance.
Software to manage CTA compliance

4. Before We
Get Started
1
2
3
You will receive an email with
a link to download the full
slide deck & recording.
Please submit questions
via Zoom for a Q&A
session.
This webinar is informational
and not to be considered legal
advice.

5. What We’ll
Cover
Overview of the CTA:
Background & Timelines
01
Operationalizing CTA
Compliance
04
Key Elements of the Act
03 Reporting Requirements
02
Question Session
05

6. The U.S. Corporate
Transparency Act:
Overview

7. What is the
CTA?
● CTA is ultimate beneficial ownership
(UBO) that will be enforced by
FinCEN (U.S. Treasury)
● UBO disclosure legislation is a
global regulatory movement to
tackle financial crimes
● US is lagging behind other G20
countries - rest of G20 has UBO in
place
Source: OpenOwnership

8. CTA Development
Timeline
January 2021 December 2021
The CTA was
enacted into
law
FinCEN published
draft regulations
Public consultation
on draft
regulations ended
February 7, 2022
February 2022
FinCEN must
publish final
regulations by
December 31,
2022
December 2022
What Are We Still Waiting For?
Final regulations and process. Is there a
form? What are the means of
submitting information (email, fax,
website, etc.)?

9. What is a
Beneficial Owner?
Definition of “Ultimate Beneficial Owner” of a
US registered entity is very broad.
“any individual who, directly or indirectly, through
any contract, arrangement, understanding,
relationship, or otherwise
(i)exercises substantial control over the entity; or
(ii) owns or controls not less than 25 percent of
the ownership interests of the entity”.
All reporting companies must have at least one
beneficial owner.

10. What Must Be Reported?
Reporting Company
● Legal name and all d/b/a names
● Business street address
● Jurisdiction of formation/registration
● Taxpayer Identification Number (TIN)
UBOs and Applicants
● Full legal name
● Date of birth
● SSN (voluntary)
● Current residential address used for tax residency purposes
● Number from non-expired US state issued ID or passport,
including a scanned image of the ID
● IF FOREIGN UBO, copy of all pages from non-expired
foreign passport
● IF APPLICANT IS A CORPORATE FORMATION AGENT,
then must also provide business address

11. What Entities Must Report?
Exemption Type Criteria Subsidiaries
Exempted
Regulated Entities Securities issuers, domestic governmental authorities, banks, domestic credit unions, depository
institution holding companies, money transmitting businesses, brokers or dealers in securities,
securities exchange or clearing agencies, other Securities Exchange Act of 1934 entities,
registered investment companies and advisers, venture capital fund advisers, insurance
companies, state licensed insurance producers, Commodity Exchange Act registered entities,
accounting firms, public utilities, financial market utilities, pooled investment vehicles, tax
exempt entities, entities assisting tax exempt entities.
Yes
Large Operating
Companies
● $5m gross receipts or sales on prior year’s tax return AND
● 20+ US employees AND
● US physical location
No, unless
otherwise
separately
exempted
Inactive Entities ● Existed 12 months prior to January 2021 (CTA Enactment) AND
● Not engaged in active business AND
● Not foreign-owned and no change in ownership in last 12 months AND
● Received more than $1,000 within the preceding 12-month period AND
● Holds no assets of any type
No, unless
otherwise
separately
exempted
All foreign and domestic entities registered in US before and after CTA via “filing” with a Secretary of State, except:

12. Who is Obligated to Report?
● Confusing: CTA says “Applicants” must report,
FinCEN Regulations say “Reporting Company”
must report
● “Applicants” is very broad and includes any
natural person that executes the filing or directs
the filing of an entity.
● FinCEN: law firms frequently “are responsible
for the decision to form a reporting company,”
making law firm employees “applicants”.
● An Applicant will remain the same for all time
after the entity is created.
Example scenario resulting in
new entity formation

13. Reporting Triggers & Timelines
Initial Report Report to
Existing Entities Entities formed before the publication of the regulations will have 1 year to submit the report
following publication of the Regulations in at end of 2022.
FinCEN
New Entities Entities formed after the publication of the Regulations will have 14 days to submit the report. Secretary of State
Subsequent Reports Report to
Annual There is no annual reporting obligation following the initial report. The reporting obligation is
continuous upon change.
N/A
Upon Change Reporting companies will have only 30 days to report every time they have a change in the
personnel who have substantial ownership or control of the organization, or a beneficial
owner changes their name or home address.
FinCEN
Errors/
Corrections
If a reporting company discovers that it made a mistake in its reported data, the reporting
company has 14 calendar days after the reporting company knows or has reason to know of the
inaccuracy to correct it without penalty.
FinCEN

14. The U.S. Corporate
Transparency Act:
Managing Continuous
Compliance

15. NFIB: $573m / Year
Compliance Costs
Methodology:
● Analysis of similar reporting
data from the Paperwork
Reduction Act (1980)
Conclusion:
● 2.5 hrs / entity to gather
data required to comply with
CTA
Example:
● 100 entities x 2.5 hrs x
$75/hr labor cost = $18,750
/ year compliance costs

16. Cost of Non-Compliance

17. Operationalize Compliance?
Technology ● Corporate database software to centralize data and documents to streamline reporting
● Privacy data management (100 entities x 5 BO /applicants x 4 PPI data points = 2,000 PPI points)
Human Resources ● Volume and nature of administrative talent required to collect, manage, and report data
● Training & educational programs, Insource vs outsource systems, etc.
Governance ● CTA Compliance Committee that can plan and approve policies and procedures
● Collection and storage of PPI intersects with privacy legislation, InfoSec procedures, etc.
● Integrate into ESG mandates and frameworks
Business Process ● Full KYB/C of before entity formation to submit to FinCen within 14 days of formation
● Annual check-in with UBO & Applicants to refresh data
● Adding language to client documents releasing law firm for complying with CTA
● Collaborate with ecosystem of actors around entity formation (company, law firms, accountants,
registered agents, etc.)
Change management
/ Training
● Train teams on the above new processes and systems
● International UBOs and applicants may be hesitant to share data with US government
● Joint venture entities may require additional processes if UBOs span two organizations

18. Athennian for
CTA Compliance
● Automate data collection for UBOs and
Applicants
● Automate reports, letters, and other documents
● Centralize data and manage privacy/information
governance
● e-file integration with FinCEN*
● Centralize entity management with CTA
compliance
● Integrate with your existing service providers
sales@athennian.com

19. Thank You!
Lindsay Bushong
Athennian
Michael Kline
Fox Rothschild LLP
Partner & Assistant
General Counsel
Charlé West
Athennian, Customer
Success Manager
Adrian Camara
Athennian, CEO
Adrian Camara
Athennian, CEO
Adrian Camara
Athennian, CEO

20. Questions?