SOME ADVICE FOR BANKS SEEKING TO HOLD CUSTOMERS TO THE NEW 25% CDD RULE

Treasury has promulgated its Final Rule on Customer Due Diligence for corporate bank accounts, meaning that financial institutions must perform a due diligence investigation on all 25% shareholders, as well as anyone to effectively controls a corporation. The details can be found here.

The problem is that, considering that some really sharp lawyers will find effective ways to evade the requirements, within the law, compliance officers should recommend the following:

(1) Demand color copies, front and back, or all stock certificates. (Are any of them endorsed in blank ?)
(2) require a copy of the Stock Transfer ledger, which is an internal corporate record of all stock certificates issued, sold, transferred, or returned. Where is it being kept ?
(3) Get an Opinion of Counsel, from the clients' local, onshore law firm listing the shareholders. Remember, lawyers have a law license to protect, and will ensure that it is accurate, or they could be liable, and possibly suffer bar discipline, if it is not.
(4) Obtain a signed, notarized agreement, with the client, that any sales, transfers or otherwise change in ownership of any stock will be reported to the bank, forthwith, via registered mail. This will keep your clients honest. Obtain the president's signature, as well as that of the treasurer, on the agreement.

Unless you secure the equivalent of this suggested course of action, you cannot guarantee that the clients will not subsequently transfer the stock to OFAC-sanctioned individuals, or other undesirable individuals or entities. Keep your banks clients honest by insisting that they comply, or close the accounts.