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Clark Memo 1-8-08 1 (January 8, 2008)

handle is hein.nccusl/nccpub01076 and id is 1 raw text is: D rkeriddle MEMORANDUM TO: Drafting Committee on Record Owners of Business Act FROM: William H. Clark, Jr. DATE: January 8, 2008 RE: Draft for January 19, 2008 Meeting The new draft of proposed amendments to the uniform unincorporated entity laws that is being distributed for our meeting on January 19, 2008 adopts the following approach: 1. Every entity must maintain a list of the names and addresses of its record owners. 2. The list of an entity's record owners must indicate for an owner that is not an individual: > if the owner is an entity, the jurisdiction whose laws control its internal affairs; > if the owner is a testamentary, inter vivos, or charitable trust, the names and addresses of its trustees; and > if the owner is a decedent's estate, the name and address of the personal representatives of the decedent. The basic theory behind the amendments we are preparing is to provide a system under which it will be possible to trace the ownership of an entity back to the ultimate beneficial owners. Keeping the described information will assist in that process. If a record owner is an entity, knowing the jurisdiction in which it is organized will assist law enforcement to identify the individual with access to the record owners of that entity. Trustees and personal representatives will provide a similar function for record owners who are not individuals or entities. 3. There must be an individual whose principal residence is in the United States who has access to the list of an entity's record owners. 4. The name and an address in the United States of the individual with access to the list of an entity's record owners must be stated in the public filing that creates the entity (the organic record) if the entity has 25 or fewer record owners. We decided at our previous meeting to include this requirement so that information about the designated individual will be available before the entity files its first annual report. The ABA Committee on Corporate Laws will be including a similar requirement in the amendments it is preparing to the Model Business Corporation Act.

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