For any reporting company with modest complexity in terms of ownership and management, it will become apparent that requiring FinCEN Identifiers for all beneficial owners will be the only practical path forward for compliance procedures under the Corporate Transparency Act. Of course, this will push the risk of failure to update beneficial ownership information onto the beneficial owners themselves. Arguably, the beneficial owners are better positioned to bear the risk of updating their information when it changes, but this structure runs contrary to the stated intent of the Act, which is to police the reporting companies themselves as conduits of money-laundering, not the beneficial owners. If you're a passive 25% owner or a senior officer, beware. If the reporting company reports your FinCEN Identifier and you forget to update your information when you renew your driver's license or move to a new residence, you will bear the enforcement risk for those failures under the CTA.

When asked to specify their concerns regarding compliance, 48% of respondents expressed uncertainty regarding their organization's exemption status, while a little more than 37% selected both high fees and costs of compliance, and a lack of understanding of the penalties for noncompliance. Some 62% cited as a key challenge the lack of guidance around what non-U.S. entities need to do.

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