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Corporate Transparency Act's Impact on Banking: Ensuring Compliance; Interplay With Know Your Client Due Diligence Rules

Recording of a 90-minute premium CLE video webinar with Q&A

This program is included with the Strafford CLE Pass. Click for more information.
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Conducted on Tuesday, April 9, 2024

Recorded event now available

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This CLE webinar will discuss the current requirements of the customer due diligence (CDD) and certain other anti-money laundering (AML) rules and their interplay with the Corporate Transparency Act's (CTA) beneficial ownership information (BOI) reporting rules. The panel will address the consequences of noncompliance with the BOI rules, their use as an effective due diligence tool, and potential changes needed to account opening agreements, terms and conditions, commitment letters, and loan documents to ensure a financial institution's practices are aligned with the CTA.


As of Jan. 1, 2024, the CTA requires millions of companies formed or registered to do business in the U.S. to report the identities of their beneficial owners and, in the case of new companies, applicants to the U.S. Department of the Treasury's Financial Crimes Enforcement Network (FinCEN). The CTA adds compliance obligations and complexity to every industry, including banking and other financial services.

Banks, securities broker-dealers, and certain other financial institutions are already required to obtain and record-keep BOI from legal entity customers as part of an institution's compliance with the "know your client" due diligence requirements. Banks and other financial institutions are not required to file BOI reports with FinCEN. However, financial institutions subject to FinCEN's CDD rule will be granted access to BOI reports to facilitate their compliance with the CDD rule and other AML requirements. This means that the vast majority of bank and certain other financial institution customers will need to be CTA-compliant.

FinCEN has provided guidance to banks and other financial institutions on the interplay between the CTA and existing CDD requirements, and it has made it clear that the CTA is not intended to create new regulatory requirements. However, FinCEN's recently adopted BOI access rule broadens the definition of "beneficial owner" and expands the permissible uses of BOI for suspicious activity monitoring and reporting purposes.

Listen as our authoritative panel discusses the existing know your client due diligence requirements and how they interact with the new BOI reporting requirements under the CTA. The panel will provide tips for advising bank clients on their compliance obligations and explore whether additional representations, warranties, and covenants should be included in credit agreements and loan documents to address the CTA or money laundering generally.



  1. Overview of the CTA and FinCEN's final BOI reporting rule
    1. Reporting companies
    2. Exemptions
    3. Penalties for failure to comply
    4. Proactive compliance
  2. CTA's interplay with existing customer due diligence requirements
  3. FinCEN's final access rule
  4. Best practices for obtaining customer consent and access to BOI reports
  5. Key takeaways and practical guidance


The panel will address these and other key considerations:

  • Can banks and other financial institutions share BOI reports with subsidiaries and affiliates or with non-affiliated institutions?
  • How should financial institutions obtain customer consent before seeking access from FinCEN to a BOI report?
  • How does the CTA's BOI rule mesh with existing CDD requirements for banks?
  • What are the new best practices banks should implement based on FiNCEN's new access rule?


Fornaris, Carl
Carl Fornaris

Partner, Co-Chair, Financial Services Practice, Co-Chair Digital Assets and Blockchain Technology Group
Winston & Strawn

Mr. Fornaris is co-chair of the Financial Services Practice and co-chair of the Digital Assets and Blockchain...  |  Read More

Freeny, Kyle
Kyle R. Freeny

Greenberg Traurig

Ms. Freeny, a skilled trial attorney and former federal prosecutor for the Special Counsel’s Office and the...  |  Read More

Goldstein, Melissa
Melissa G.R. Goldstein

Schulte Roth & Zabel

Ms. Goldstein focuses her practice on anti-money laundering and sanctions regulatory compliance matters. She advises...  |  Read More

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