Dec 14, 2023 | News

Commodity Pools Required to file BOI Reports After January 1, 2024

The Financial Crimes Enforcement Network (FinCEN) has released a final rule outlining reporting obligations for beneficial ownership information (BOI) applicable to both existing and newly established entities, including corporations and limited liability companies (collectively termed “reporting companies”). Effective January 1, 2024, with certain exemptions in place, reporting companies must submit a report to FinCEN, disclosing their BOI, which pertains to the identification details of individuals exercising direct or indirect ownership or control over a reporting company.

This regulatory action by FinCEN implements the beneficial ownership reporting provisions of the Corporate Transparency Act (the Act). Entities registered with the Commodity Futures Trading Commission (CFTC) are exempt from this reporting requirement under the Act. However, pooled investment vehicles (PIVs), such as commodity pools, must adhere to FinCEN’s reporting rule unless eligible for another exemption outlined in the Act. Importantly, PIVs operated or advised by Securities and Exchange Commission (SEC)-registered broker-dealers (BD) or investment advisors (IA) are exempt from the BOI reporting requirement.

Notably, NFA Member commodity pool operators (CPO) managing commodity pools that do not qualify for an exemption. Such CPOs must report BOI to FinCEN within specified deadlines:

  • For commodity pools established or registered before January 1, 2024, a CPO must submit a BOI report by January 1, 2025.
  • For commodity pools created or registered on or after January 1, 2024, a CPO must file a BOI report within 90 days from receiving notice that the commodity pool’s creation or registration is effective. Additionally, for such commodity pools, the CPO must report the company applicants responsible for the filing.

It is crucial to note that FinCEN will not accept any BOI reports before January 1, 2024, and emphasizes that reporting companies should refrain from submitting any reports before that date.

These regulatory measures aim to prevent and combat money laundering, terrorist financing, corruption, tax fraud, and other illicit activities, while striving to minimize the operational burden on entities conducting business in the United States. For further details on FinCEN’s BOI reporting rule, including the process of filing a BOI report, NFA encourages CPO Members to refer to FinCEN’s dedicated BOI webpage, which provides reference materials and additional resources pertaining to BOI and reporting obligations

For FAQs regarding the new BOI Reporting Rule, click here.

Click here to go to the BOI filing site (note you cannot file before January 1, 2024).

To clarify whether you need to file, it is best to speak with an attorney versed in SEC/FinCEN regulations.