THE CITIES WITH THE MOST SKYSCRAPERS IN 2023

in this grAPhic, Which uses data from the Council on Tall Buildings and Urban Habitat (CTBUH), Visual Capitalist reveals the 25 cities with the most skyscrapers and supertall buildings globally.

Hong Kong, along with Shenzhen (#2), and Guangzhou (#5) are part of the burgeoning megacity known as the Pearl River Delta, which is home to over 1,500 skyscrapers. This is even more impressive when considering that Shenzhen was a small fishing village until the 1970s.

New York City secures the third position on the list, boasting an impressive tally of 421 skyscrapers. Although it may have relinquished its title to Chinese cities, the city’s skyline endures as a globally renowned symbol, prominently featuring the iconic Empire State Building. Notably, while the Empire State Building enjoys widespread familiarity, it no longer ranks among the world’s 50 tallest structures.

Rounding out the top five is Dubai in the United Arab Emirates, which grabs the fourth position with 395 skyscrapers, a staggering 28 of which are supertalls. This desert oasis has become synonymous with grandiose architecture and record-breaking structures, exemplified by the Burj Khalifa, which is the world’s current tallest building at 2,715 ft.

Looking at this data from another perspective, China actually has more skyscrapers on this list than the rest of the world combined

As the world continues to reach new heights in architectural marvels, there are even more supertall skyscrapers in the pipeline that will reshape skylines across the globe.

From the soaring Jeddah Tower in Saudi Arabia, poised to surpass the Burj

Khalifa as the world’s tallest building, to the remarkable Merdeka 118 in Kuala Lumpur, which is set to claim the title of the world’s second-tallest structure when it opens in June 2023, these projects will captivate city dwellers for years to come. n

BY JONATHAN VOOS

Egal View

Navigating New Regulatory Waters How The Corporate Transparency Act Will Affect Business In America

any further guidance FinCEN provides.

Reporting Company Classification And Exemptions

WHAT IS IT?

thE corPorAtE trAnsPArEncy Act (CTA) will require many statutorily created business entities to file a Beneficial Ownership Information (BOI) report with the Department of Treasury’s Financial Crimes Enforcement Network (FinCEN) about the individuals who own or control the entity. The BOI report requirement takes effect beginning January 1, 2024. Reports will not be accepted until that date.

Congress passed the CTA to “better enable critical national security, intelligence, and law enforcement efforts to counter money laundering, the financing of terrorism, and other illicit activity” by creating a national registry. Entities and individuals should diligently prepare for compliance with the CTA to avoid significant civil and criminal penalties.

Client Notification And Legal Advice

Local ethics rules determine whether lawyers have an obligation to notify their clients about the CTA. Nevertheless, regardless of ethics rules, firms should inform their clients about the BOI reporting requirement given the regulation’s broad scope.

In providing legal advice, lawyers should familiarize themselves with the CTA (31 U.S.C.S. § 5336), FinCEN’s Final Reporting Rule (87 Fed. Reg. 59498), the two forthcoming rules FinCEN must issue under the CTA (which respectively cover who may access the BOI and revise FinCEN’s customer due diligence rule), and

Whether an entity must file a BOI report depends on whether they are a reporting company and whether they qualify for an exemption. The CTA classifies reporting companies into two groups: domestic reporting companies and foreign reporting companies. A domestic reporting company is a corporation, LLC, or other entity created by the filing of a document with a Secretary of State or similar office under the laws of a state or Indian tribe. A foreign reporting company is any entity formed under the law of a foreign country and registered to do business in any U.S. state by filing a document with a secretary of state or similar office.

An entity that meets either definition must file a BOI report unless it qualifies for one of the CTA’s 24 exemptions under 31 U.S.C.S. § 5336(a)(11)(B). These exemptions are summarized below and grouped together for convenience:

1. SEC-reporting companies.

2. Entities that exercise governmental authority.

3. Regulated financial services companies, including banks, credit unions, depository institution holding companies, registered money transmitting businesses, registered securities broker-dealers, exchange or clearing agencies, registered investment companies and investment advisers, venture capital fund advisers, registered futures/ foreign exchange dealers, and certain pooled investment vehicles that are operated or advised by the foregoing.

4. PCAOB-registered accounting firms.

5. Insurance companies or state-licensed insurance producers.

6. Public utilities.

7. Tax-exempt entities or certain entities that assist tax-exempt entities.

8. Inactive companies.

9. Large Operating Companies, which are entities that 1) employ more than 20 full-time employees in the U.S.; 2) have an operating presence at a physical office in the U.S.; and 3) demonstrate more than $5 million in gross receipts or sales on their federal income tax return (excluding receipt/sales from sources outside the U.S.). If a company ever falls below these thresholds, it must file a new report within 30 days. An updated report is required if a reporting company later becomes eligible for the exemption.

REPORTING REQUIREMENTS FOR NON-EXEMPT ENTITIES

An entity’s initial BOI report must contain: 1) current information about the reporting company; 2) information about all the company’s beneficial owners; and 3) information about the company applicant. Individuals and entities can apply for FinCEN identifiers to streamline the reporting process.

Reporting Company Information

First, the required reporting company information generally includes the company’s: 1) legal name; 2) DBA names; 3) business address; 4) state of formation; and 5) Taxpayer Identification Number. However, there are separate reporting requirements for exempt entities with ownership interests in reporting companies, certain pooled investment vehicles, exempt subsidiaries, and exempt grandfathered entities.

Beneficial Owners

Second, the required beneficial owner information includes each beneficial owner’s: 1) name; 2) date of birth; 3) resi- dential address; 4) unique number from an acceptable document such as a U.S. passport, state ID, or driver’s license; and 5) an image of that document.

The CTA defines “beneficial owners” as including any individual who directly or indirectly either exercises substantial control over a reporting entity or controls at least 25% of the entity’s ownership interests. This definition leaves us with several things to unpack: 1) Who are indirect owners; 2) what is substantial control; and 3) what exceptions exist? FinCEN’s final rule addresses all of these questions beginning at 87 Fed. Reg. 59498.

First, indirect ownership includes the following groups of people: a) joint owners; b) owners through another individual acting as a nominee, intermediary, custodian, or agent; c) trustees, grantors/ settlors, or beneficiaries of a trust; or d) owners of or those with controlling interest in one or more intermediary entities that separately or collectively own or control ownership interests of the reporting company.

Second, an individual exercises “substantial control” over a company if the individual: a) serves as a senior officer of the company; b) has authority over the appointment or removal of any senior officer or a majority or dominant minority of the board of directors of a reporting company; or c) directs, determines, or has substantial influence over important decisions made by the reporting company. Thus, senior officers and other individuals with control over the company are “beneficial owners” under the CTA, even if they have no equity interest in the company.

Finally, the following people are exempt from reporting as beneficial owners: a) minor children (however, the reporting company must report information about the minor child’s parent or legal guardian); b) individuals acting as a nominee, intermediary, custodian, or agent on behalf of another individual; c) an employee of the reporting company, acting solely as an employee, whose substantial control over or economic benefits from the entity are derived solely from the employment status (provided that the person is not a senior officer of the entity); d) an individual whose only interest in a reporting company is a future interest through a right of inheritance; and e) a creditor of the reporting company.

Company Applicants

Third, company applicants must report the same information as beneficial owners, except they must put their business address instead of their residential address. The company applicant is the person who files the document creating the business entity. If more than one person is involved in filing the document, the one who is primarily responsible for filing must report as the company applicant.

Fincen Identifiers

Finally, reporting individuals and entities may each apply for and obtain a unique FinCEN identifier, which can be included in subsequent filings instead of the above information. Frequent filers should consider obtaining a FinCEN identifier because it will likely streamline the filing process.

Penalties Under The Cta

The CTA lays out two types of reporting violations for which entities can be penalized: reporting violations and unauthorized disclosure or use violations. First, reporting violations occur when any person willfully provides, or attempts to provide, false or fraudulent beneficial ownership information or willfully fails to report complete or updated beneficial ownership information to FinCEN. The statute provides for a 90-day safe harbor for honest report-ing mistakes. Second, unauthorized disclosure or use violations occur when any person knowingly discloses or uses beneficial ownership information obtained through reports or disclosures.

For reporting violations, the civil penalty will cost people up to $500 for each day in violation, while the criminal penalty has a maximum $10,000 fine, a 2-year prison sentence, or both. For unauthorized disclosure or use violations, the civil penalty will cost people up to $500 for each day in violation, while the criminal penalty imposes a maximum $250,000 fine, a 5-year prison sentence, or both.

What Steps Should Entities Take To Ensure Compliance

To prepare for compliance, companies should develop internal policies and procedures to assess their reporting obligations, identify “beneficial owners,” and identify “company applicants.” Further, companies will need to develop policies and procedures to continually monitor changes to their reporting status or beneficial ownership. For any companies involved in merger and acquisition activity, ensuring target companies have fulfilled their reporting obligations is crucial as CTA violations are a new risk area to consider during due diligence.

Conclusion

Ultimately, the BOI reporting requirement takes effect in January 2024. In the meantime, business entities should figure out their reporting status and develop internal policies to ensure compliance. Likewise, law firms should familiarize themselves with the CTA and with FinCEN regulations so that they can offer sound legal advice come next January. n