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The Last Days of Dummy Companies

The Last Days of Dummy Companies

The use of anonymous shell companies or “dummy companies” that may be availed of to conceal the true identities of the ultimate beneficial owners is viewed by financial regulators as a tool to facilitate money laundering and the financing of terrorism. The benefit of anonymity may soon be a thing of the past in the U.S. as well as in Europe. Amendments made to Recommendation 24 by the Financial Action Task Force, proposed regulations by FinCEN to require reporting on “beneficial owners,” and pronouncements on the I.R.S. website that explain the meaning of the term “responsible party” that must be reported when applying for an employer identification number in the U.S. all demand that a U.S. corporation report its controlling person. Ibn Spicer, an experienced attorney whose practice focuses on entertainment and corporate law, and who is currently enrolled in the LLM in Taxation Program of New York Law School, observes that the opportunities for hidden ownership are shrinking rapidly.

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The Responsible Party – Changes Effective May 2019

The Responsible Party – Changes Effective May 2019

The U.S. Taxpayer Identification Number used by entities is the Employer Identification Number (“E.I.N.”).  To apply for an E.I.N., the entity must identify the “responsible party” who ultimately owns or controls the entity or who exercises ultimate effective control over the entity – in other words, the person who controls, manages, or directs the entity and the disposition of its funds and assets.  In March, the I.R.S. announced that, beginning on May 13, 2019, only individuals with a U.S. Taxpayer Identification Number will be allowed to request an E.I.N.  Moreover, the responsible party must be a natural person – not an entity – unless the applicant is a government entity.  This change will affect many foreign companies entering the U.S. market after the effective date.  Galia Antebi and Nina Krauthamer explain all and speculate on whether revisions to the new procedure should be anticipated.

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