Foreign Account Tax Compliance Act (FATCA)

Transcription

1 Foreign Account Tax Compliance Act (FATCA) IRS Revenue Procedure FFI Agreement for Participating FFI and Reporting Model 2 FFI Released December 27, 2013 Formatted redline comparing the draft FFI agreement to the final FFI agreement No claim to original U.S. Government works

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3 IFFI Agreement for Participating FFI and Reporting Model 2 FFI Redline comparison of Draft FFI Agreement in IRS Notice and Final FFI Agreement in Rev. Proc

4 The documents used in this comparison are the PwC formatted versions of IRS Notice FFI agreement for Participating FFI and Reporting Model 2 FFI Released September 29, 2013 and IRS Revenue Procedure FFI Agreement for Participating FFI and Reporting Model 2 FFI Released 27 December 2013 This document was prepared as a courtesy and should not be regarded as an authoritative reference to the FATCA regulations or documents cited above. This document is for general information purposes only, and should not be used as a substitute for consultation with professional advisors. Formatting copyright: 2014 PricewaterhouseCoopers LLP. All rights reserved. "PwC" refers to PricewaterhouseCoopers LLP, a Delaware limited liability partnership, which is a member firm of PricewaterhouseCoopers International Limited, each member firm of which is a separate legal entity. No claim to original U.S. Government works. 1st Edition 07 January 2014

5 The following is a list of tracked changes in the redline document below. This document is not intended to be an authoritative reference to the changes made in the final FFI agreement. Changes to punctuation (periods, commas, quotation marks, etc.) have been removed from the list but are included in the redline. Page Line Type What has been inserted or deleted 1 1 Deleted draft 1 9 Deleted WITHOLDING 1 9 Inserted WITHHOLDING 2 4 Deleted FATCA registration form 2 4 Inserted Form 8957, Registration, 2 8 Deleted FFI s 2 8 Inserted FFI's 2 16 Inserted of 2 18 Deleted will 2 18 Inserted must meet the conditions described in (e)(2)(iii) to 2 19 Deleted (as defined in this agreement) 2 20 Inserted A reporting Model 2 FFI may comply with the requirements of the FFI agreement, including with respect to due diligence, reporting, and withholding, by applying the rules set forth in this agreement (applied by substituting the term "reporting Model 2 FFI" for "participating FFI" throughout the FFI agreement, except where the provisions of the FFI agreement explicitly refer to a reporting Model 2 FFI) Deleted final 2 38 Deleted a financial 2 38 Inserted an 2 38 Deleted Inserted Inserted )( Deleted means 2 40 Inserted " has 2 40 Deleted person who holds an account, as determined under 2 40 Inserted meaning set forth in 2 41 Deleted 5(a)( Inserted 1(b)(2 3 5 Deleted means 3 5 Inserted " has 3 5 Deleted withholding required under section Inserted meaning set forth in (b)(7). 3 8 Deleted Branch means a unit, business, or office of an FFI that is treated as a branch under the regulatory regime of a jurisdiction or that is otherwise regulated under the laws of a jurisdiction as separate from other offices, units, or branches of the FFI, and includes a disregarded entity of an FFI. The term branch also means a unit, business, or office of an FFI that is located in a jurisdiction in which it is a resident, and a unit, business, or office in the jurisdiction in which it is created or organized. All units, businesses, and offices of a participating FFI in a single jurisdiction must be treated as a single branch Inserted "Branch" has the meaning set forth in (b)(10) Deleted means an 3 20 Inserted " has the meaning set forth in (b)(14). Change in circumstances. For a participating 1. No claim to original U.S. Government works (i)

6 Page Line Type What has been inserted or deleted 3 22 Inserted, a "change in circumstances" has the meaning 3 22 Deleted 5(f 3 22 Inserted 4(c 3 22 Deleted ) and includes a nonreporting 3 23 Inserted )(iii). In the case of a reporting Model Inserted that applies the procedures of Annex I of the applicable Model 2 IGA with respect to an account, a change of circumstances has the meaning that such term has 3 24 Deleted a Model 1 IGA and a nonreporting FFI treated as a certified deemed-compliant FFI under a 3 25 Inserted Annex I of the applicable 3 28 Inserted " has the meaning set forth in (b)(18). Chapter 4 reporting pool. "Chapter 4 reporting pool" 3 30 Deleted an amount 3 30 Inserted a chapter 4 withholding rate pool of account holders and payees, 3 31 Deleted (d)( Inserted section 6.05(A)( Inserted ) of this agreement, associated with a withholdable payment that is within a particular income code (as provided in the instructions to Form 1042-S) reported on Form 1042-S and for which a separate Form 1042-S is required to be filed Inserted " has the meaning set forth in (b)(19). Chapter 4 withholding rate pool. "Chapter 4 withholding rate pool" 3 37 Deleted the status of a person as a U.S. person, a specified U.S. person, an individual that is a foreign person, a 3 38 Inserted a pool provided on an FFI withholding statement (or a chapter 4 withholding statement, as defined in (c)(3)) with respect to a single type of income (e.g., interest or dividends) and consisting of: (i) a class of recalcitrant account holders described in (d)(6) (including a pool of recalcitrant account holders to which the escrow procedures for dormant account applies, or for recalcitrant account holders described in section 4.01(D) of this agreement for which the 3 42 Deleted, a certified or registered deemed-compliant FFI, a restricted distributor, an exempt beneficial owner, a 3 43 Inserted has made a backup withholding election), (ii) payees that are 3 44 Inserted FFIs that are subject to withholding under chapter 4, or (iii) U.S. payees as described in section 9.02(B) of this agreement (in the case of a participating 3 45 Deleted, a territory financial institution, an excepted NFFE ( 3 46 Inserted sections 9.02(B) and 9.02(C) of this agreement ( 3 46 Deleted, an active NFFE), a direct reporting NFFE, a sponsored direct reporting NFFE, or a passive NFFE. 4 1 Deleted Compliance FI. Compliance FI means a financial institution described in (f)(2)(ii)(A). 4 4 Deleted means an entity described 4 4 Inserted " has the meaning set forth 4 4 Deleted 5(e)( 4 4 Deleted )(ii 4 4 Inserted (b)( Deleted means an FFI that is treated, pursuant to section 1471(b)(2) and 4 6 Inserted " has the meaning set forth in 4 7 Deleted 5(f), as meeting the requirements of section 1471(b 4 7 Inserted 1(b)( Deleted means an entity described 4 9 Inserted " has the meaning set forth 1. No claim to original U.S. Government works (ii)

7 Page Line Type What has been inserted or deleted 4 9 Deleted 5(e)( 4 9 Deleted )(i 4 9 Inserted (b)( Inserted " has the meaning set forth in (b)(40). Entity payee. "Entity payee" 4 17 Inserted a payee that is an entity and that is not 4 17 Deleted held by one or more entities 4 17 Inserted holder 4 19 Deleted means an NFFE that is described 4 19 Inserted " has the meaning set forth 4 19 Deleted Inserted Deleted c)( Inserted b)( Deleted means any person described 4 21 Inserted " has the meaning set forth 4 21 Deleted Inserted Deleted ) through (g) and includes any person treated as an exempt beneficial owner under an applicable Model 1 or Model 2 IGA Inserted )(42) Deleted Exempt recipient means a person described in (c)(1)(ii) (for interest, dividends, and royalties), a person described in (b)(2)(i) (for broker proceeds), and a person described in (q) (for rents, amounts paid on notional principal contracts, and other fixed or determinable income) Inserted "Exempt recipient" has the meaning set forth in (b)(43) Deleted means an entity described 4 29 Inserted " has the meaning set forth 4 29 Deleted 5(e)( 4 29 Deleted ) and includes a financial institution as defined in an applicable Model 1 or Model 2 IGA Inserted (b)(50) Inserted FFI withholding statement. "FFI withholding statement" means a withholding statement provided by a participating FFI that meets the requirements of section 9.02 of this agreement Deleted means an entity described 4 41 Inserted " has the meaning set forth 4 42 Deleted 5(d 4 42 Inserted 1(b)( Deleted FDAP income as defined 5 2 Inserted foreign source amounts described 5 3 Deleted (a 5 3 Inserted (d 5 3 Deleted i)(a) that would be a withholdable payment if paid by a U.S. person. 5 3 Inserted ii)(f). 1. No claim to original U.S. Government works (iii)

8 Page Line Type What has been inserted or deleted 5 20 Inserted GIIN. "GIIN" or "global intermediary identification number" has the meaning set forth in (b)(57). Grandfathered obligation. "Grandfathered obligation" has the meaning set forth in (b)(2)(i) Deleted means an account held by one or more individuals Inserted " has the meaning set forth in (b)(64) Deleted means any applicable Model 1 or Model 2 IGA. Model 1 IGA. Model 1 IGA means an agreement or arrangement between 5 30 Inserted " has 5 30 Deleted United States or the Treasury Department and a foreign government or one or more agencies thereof to implement FATCA through reporting by financial institutions to such foreign government or agency thereof, followed by automatic exchange of the reported information with the IRS Inserted meaning set forth in (b)(67) Deleted Model 2 IGA. Model 2 IGA means an agreement or arrangement between the United States or the Treasury Department and a foreign government or one or more agencies thereof to facilitate the implementation of FATCA through reporting by financial institutions directly to the IRS in accordance with the terms of this agreement, supplemented by the exchange of information between such foreign government or agency thereof and the IRS Inserted IRS FFI List. "IRS FFI List" has the meaning set forth in (b)(73). 6 6 Deleted Limited branch means a branch of a participating FFI described in (e)(2)(iii) and section 7.04 of this agreement. With respect to a reporting Model 2 FFI, a limited branch is another branch of the reporting Model 2 FFI that operates in a jurisdiction that prevents such branch from fulfilling the requirements of a participating FFI or deemed-compliant FFI, or that cannot fulfill the requirements of a participating FFI or deemed-compliant FFI due to the expiration of the transitional rule for limited branches under (e)(2)(v), and for which the reporting Model 2 FFI meets the terms of the applicable Model 2 IGA with respect to the branch Inserted "Limited branch" has the meaning set forth in (b)(76) Deleted Limited FFI means an FFI described in (e)(3)(ii). With respect to a reporting Model 2 FFI, a limited FFI is a related entity that operates in a jurisdiction that prevents the entity from fulfilling the requirements of a participating FFI or deemed-compliant FFI or that cannot fulfill the requirements of a participating FFI or deemed-compliant FFI due to the expiration of the transitional rule for limited FFIs under (e)(3)(iv), and for which the reporting Model 2 FFI meets the requirements of the applicable Model 2 IGA with respect to the entity Inserted "Limited FFI" has the meaning set forth in (b)(77). Model 1 IGA. "Model 1 IGA" has the meaning set forth in (b)(78). Model 2 IGA. "Model 2 IGA" has the meaning set forth in (b)(79) Deleted a 6 30 Deleted means a person that is not an exempt recipient Inserted " has the meaning set forth in (b)(81) Deleted means a foreign entity that is not a financial institution (including a territory NFFE as defined 6 34 Inserted " has the meaning set forth 6 34 Deleted 123)). The term also means a foreign entity treated as an NFFE under an applicable Model 1 or 2 IGA Inserted 80) Deleted means an FFI other than a participating FFI, a deemed-compliant FFI, or an exempt beneficial owner Inserted " has the meaning set forth in (b)(82) Deleted an 6 40 Deleted means an entity described 1. No claim to original U.S. Government works (iv)

9 Page Line Type What has been inserted or deleted 6 40 Inserted " has the meaning set forth 6 40 Deleted Inserted Deleted c)( Inserted b)( Deleted Non-U.S. account means an account that is not a U.S. account and that does not have an account holder that is a nonparticipating FFI or recalcitrant account holder. 7 4 Inserted "Non-U.S. account" has the meaning set forth in (b)(84). 7 8 Deleted means a foreign partnership other than a withholding foreign partnership. 7 9 Inserted " has the meaning set forth in (b)(86) Deleted means a foreign trust other than a withholding foreign trust Inserted " has the meaning set forth in (b)(87) Deleted Obligation. Obligation means an account, instrument, contract, debt, or equity interest Deleted means an obligation described 7 16 Inserted " has the meaning set forth 7 16 Deleted Inserted Deleted means an FFI described 7 18 Inserted " has the meaning set forth 7 18 Deleted 5(f)( Inserted 1(b)( Inserted other than 7 25 Deleted ), a qualified intermediary, a withholding foreign partnership, a withholding foreign trust, or an exempt beneficial owner Deleted means a person described 7 28 Inserted " has the meaning set forth 7 28 Deleted 3(a 7 28 Inserted 1(b)( Deleted any account maintained by the participating FFI that is outstanding on or before the effective date of the FFI agreement and includes 7 31 Deleted 98)(ii 7 31 Inserted 101). Qualified intermediary. "Qualified intermediary" or "QI" has the meaning set forth in (b)( Deleted means an account holder described 7 35 Inserted " has the meaning set forth 7 36 Deleted 5(g 7 36 Inserted 1(b)( Inserted that is 8 6 Deleted means a payment of interest or dividends (as defined 8 6 Inserted " has the meaning set forth 8 6 Deleted section Inserted Deleted 2)) and other reportable payments (as defined in section 3406(b)(3)). 1. No claim to original U.S. Government works (v)

10 Page Line Type What has been inserted or deleted 8 7 Inserted 113). 8 9 Deleted means a person described 8 9 Inserted " has the meaning set forth 8 9 Deleted Inserted Deleted means an insurance company described 8 11 Inserted " has the meaning set forth 8 12 Deleted 5(e)( 8 12 Deleted )(iv 8 12 Inserted (b)( Deleted Sponsoring entity. Sponsoring entity means an entity that has registered with the IRS and agrees to perform the obligations of one or more sponsored entities pursuant to (f) or and includes a sponsoring entity described in an applicable Model 1 or 2 IGA Deleted Territory FI means a financial institution that is incorporated or organized under the laws of any U.S. territory, excluding a territory entity that is an investment entity but is not a depository institution, custodial institution, or specified insurance company Inserted "Territory FI" or "territory financial institution" has the meaning set forth in (b)(129) Deleted means an account described 8 23 Inserted " has the meaning set forth 8 23 Deleted 5(a 8 23 Inserted 1(b)( Inserted " has the meaning set forth in (b)(134). U.S Deleted means a 8 26 Inserted payor Deleted branch of a participating FFI, reporting Model 1 or 2 FFI, or registered deemed-compliant FFI that is treated as a U.S. person under (b)(2)(iv)(A 8 28 Inserted payor" has the meaning set forth in (b)( Deleted means income described 8 30 Inserted " has the meaning set forth 8 30 Deleted Inserted Deleted a)(2). U.S. payor. U.S. payor means a U.S. payor or U.S. middleman as defined in (c)(5) Deleted Withholding agent means a person described in (d 8 34 Inserted b)( Deleted means a payment described 8 36 Inserted " has the meaning set forth 8 36 Deleted Inserted Deleted a 8 36 Inserted b)( Deleted Section No claim to original U.S. Government works (vi)

11 Page Line Type What has been inserted or deleted 9 39 Inserted "Withholding agent" has the meaning set forth in (b)(146). Withholding foreign partnership (WP). "Withholding foreign partnership" or "WP" has the meaning set forth in (b)(148). Withholding foreign trust (WT). "Withholding foreign trust" or "WT" has the meaning set forth in (b)(150). 9 6 Inserted In General. 9 7 Deleted In General Deleted or 9 11 Deleted. If the 9 11 Inserted, or (iv) non-u.s. accounts. A 9 12 Inserted that 9 12 Deleted, the participating FFI 9 13 Inserted described in this section Deleted Model 2 IGA jurisdiction permits the 9 18 Inserted elects 9 23 Inserted Except for the two year period following the date that an applicable Model 2 IGA has been signed, 9 25 Inserted with respect to certain accounts 9 25 Inserted to these accounts 9 27 Inserted With respect to the two year period beginning on the date that an applicable Model 2 IGA has been signed, a reporting Model 2 FFI may apply either the due diligence procedures described in section 3.02 of this agreement or those described in Annex 1 of the applicable Model 2 IGA with respect to any clearly identified group of accounts, without being bound to a particular set of due diligence rules, so long as the application does not frustrate the purpose of the Model 2 IGA Deleted not an account holder and that is 9 35 Inserted (as described in (b)(134)) 9 49 Inserted under such required procedures 9 50 Inserted also 9 51 Deleted FFI s 9 51 Inserted FFI's 9 51 Inserted (e.g., account holders of a territory FI, sponsored FFI, or owner-documented FFI) Deleted the 10 2 Inserted a 10 2 Inserted, prior to payment, 10 4 Deleted with respect to an obligation that is not an account Inserted under section 4 of this agreement Deleted the 10 9 Inserted a 10 9 Deleted determination Deleted a Inserted another Inserted with respect to the payee. Except as otherwise provided in section 4.02(A) of this agreement, Deleted is identified with respect to an account. For the definition of a change in circumstances, see (c)(2)(iii). In the case of a reporting Model 2 FFI that applies the procedures of Annex I of the applicable Model 2 IGA with respect to an account, a change of circumstance has the meaning that such term has under Annex I of the applicable Model 2 IGA Inserted (described in section 2 of this agreement) is identified with respect to an account Inserted to document an account holder or payee 1. No claim to original U.S. Government works (vii)

12 Page Line Type What has been inserted or deleted Deleted other than an account holder Inserted earlier of the Deleted until Inserted the date Deleted (as defined in (c)(2)(iii)) Deleted payee s Inserted payee's Inserted earlier of the Deleted until Inserted the date Deleted (as defined in Annex I of the applicable Model 2 IGA) Deleted payee s Inserted payee's 11 3 Deleted set forth 11 3 Inserted described Deleted a record of the Inserted (or a record of documentation) Deleted as referenced Inserted described Deleted referenced Inserted described Deleted Inserted Deleted Additionally, a participating FFI may choose to escrow amounts withheld (in lieu of depositing such amounts as tax withheld) with respect to an account holder or payee after the date of Inserted See, however, (e)(4)(ii)(D) for requirements when Deleted until Inserted occurs for purposes of chapter 3 and the related grace period allowed under (b)(3)(iv), to Deleted earlier of the date that is 90 days after the date the first Inserted extent a Inserted that is also a reportable amount (as defined in (c)(22)) Deleted following the change in circumstances or the end of the calendar year in which such withholdable payment is made Inserted holder or payee Inserted Entity Deleted a Inserted an entity Deleted other than an account holder Deleted ) (as applicable to entities) Deleted (as applicable to entities) Deleted the Inserted a Deleted chapter 4 reporting Deleted )(i). 1. No claim to original U.S. Government works (viii)

13 Page Line Type What has been inserted or deleted Deleted the Deleted a Inserted an entity Deleted other than an account holder Deleted ) (as applicable to entities 12 8 Inserted offshore Inserted is Deleted Inserted Deleted that are Known U.S. Persons Deleted are known U.S. persons and that Inserted a Deleted payments, to the extent that the Deleted also constitutes a reportable payment Inserted and that are subject to backup withholding under section Deleted its Inserted a Inserted of a participating FFI Deleted also Inserted (e.g., payments with respect to grandfathered obligations) Inserted under section Deleted that is Deleted a known U.S. person Inserted subject to backup withholding under section Deleted is Inserted that makes a withholdable payment is Inserted under this section Deleted a Inserted the Deleted such participating FFI by Deleted for determining Inserted to determine Inserted to Deleted associating Inserted associate Deleted for Inserted to establish Deleted payee Inserted payee's chapter 4 status Deleted exception Inserted exceptions Inserted under this section Deleted until 1. No claim to original U.S. Government works (ix)

14 Page Line Type What has been inserted or deleted 13 1 Inserted prior to 13 1 Deleted referenced in the due diligence procedures of 13 2 Inserted described in 13 2 Deleted (or presuming) 13 2 Inserted (or applying the presumption rules), unless the account is documented 13 3 Deleted or recalcitrant account holder 13 8 Inserted an FFI withholding statement with Inserted (U.S. payee pool) Inserted backup Deleted that are known U.S. persons Inserted an FFI withholding statement with Deleted and Inserted in accordance with (c)(4)(iii) and Deleted FFI s Inserted FFI's Inserted withholdable Deleted payee s Inserted payee's Deleted holds Inserted hold Inserted, other than a QI, WP, or WT Inserted ), including when a participating FFI has reason to know that a withholdable payment was made to a limited branch of a participating FFI or registered deemed-compliant FFI Deleted an FFI Inserted a withholdable payment Inserted made to Deleted if Inserted of a participating FFI or registered deemed-compliant FFI when Deleted makes a withholdable Inserted is directed to make the Inserted of the FFI Deleted the jurisdiction of the branch designated by Inserted that of Deleted as the Inserted or registered deemed-compliant FFI (or Deleted that will Inserted of such FFI) that is identified as the FFI (or branch of such FFI) that is supposed to Inserted the Deleted has designated Inserted identifies Deleted the Inserted its Deleted that will be receiving a Inserted to receive 1. No claim to original U.S. Government works (x)

15 Page Line Type What has been inserted or deleted Deleted payment, and USFI, Inserted payments on a withholding certificate described in (e)(3)(ii), but subsequently directs the participating FFI to which Deleted agent, makes a Inserted certificate was provided to make the Deleted Branch A at Deleted USFI Inserted the participating FFI making the withholdable payment Deleted an FFI that is a limited branch Inserted a limited branch, unless the second-mentioned participating FFI obtains documentation to treat the payment to the address in Jurisdiction B as made to a payee that is a participating FFI or deemedcompliant FFI Deleted backup withhold 14 7 Inserted backup withholding under Inserted entity Deleted that are nonparticipating FFIs Deleted known U.S. persons that are Inserted period Inserted ) or Deleted if Inserted when Deleted Inserted section Deleted (g)-1(e), Deleted (a), Inserted chapter 3, Inserted The tax withheld in escrow becomes due on the date that is the earlier of 90 days or the end of the calendar year following the date that the account ceases to be a dormant account. A participating FFI that maintains a dormant account of a recalcitrant account holder and that elects to escrow withheld tax pursuant to this section 5.02 may not delegate the responsibility to escrow withheld tax to the withholding agent from which it receives the payment Deleted specified chapter 4 reporting pools (as described in (d)(6)(i)) of 15 6 Inserted classified in accordance with the pools described in (d)(6) 15 7 Inserted classified in accordance with the pools described in (d)(6) Deleted payments Inserted amounts Inserted returns Inserted specified U.S. person and each Deleted With respect to each entity treated as a passive NFFE, the participating FFI must report on Form 8966 the information described in (i)(2)(i) and the accompanying instructions to the form Inserted See (d)(2)(ii)(B)(2) for the information required to be reported for an account or payee of a territory FI Inserted Model Deleted Inserted Deleted C 1. No claim to original U.S. Government works (xi)

16 Page Line Type What has been inserted or deleted Inserted B)( Deleted Inserted Deleted by reporting Deleted a recipient exempt from reporting under sections 6041, 6042, 6045, or Inserted an exempt recipient Inserted for the calendar year Deleted non-exempt Inserted nonexempt 17 1 Inserted Reporting with respect to 17 6 Inserted (i.e., the FATCA Report XML) Deleted FFIs Inserted FFIs' Deleted as Inserted classified in accordance with the pools Inserted (i.e., the FATCA Report XML) Inserted (regardless of source) Deleted FFI s account Inserted FFI's account (or all non-consenting nonparticipating FFIs' accounts, as applicable) Inserted (i.e., the FATCA Report XML) Inserted, with respect to a non-u.s. payor, Deleted hold a U.S. account which is reported by the participating FFI under Inserted are included in a U.S. payee pool (see Deleted Inserted Deleted of this agreement Deleted payee s Inserted payee's Deleted in Inserted or to Deleted A chapter 4 reporting pool is a chapter 4 withholding rate pool with respect to the account holders and payees described in section 6.05(A)(1)(i) of this agreement of a payment that is within a particular income code (as provided in the instructions to Form 1042-S) and for which a separate Form 1042-S is required to be filed Deleted with respect to 18 2 Inserted on Form 1042-S 18 3 Deleted paid 18 3 Inserted made 18 6 Inserted that is a non-u.s. payor 18 8 Inserted of U.S. payees 1. No claim to original U.S. Government works (xii)

17 Page Line Type What has been inserted or deleted Deleted Pooled Reporting for Reporting Model 2 FFI. In addition to the reporting requirements described in section 6.05(A)(1)(i) of this agreement, for a reporting Model 2 FFI, the chapter 4 reporting pool of payees that are U.S. persons also consists of account holders of non-consenting U.S. accounts that are not subject to chapter 4 withholding under the applicable Model 2 IGA but only to the extent such account holders do not receive payments subject to withholding under chapter 3 and are not known U.S. persons subject to backup withholding under section A reporting Model 2 FFI must report these non-consenting U.S. accounts in accordance with the chapter 4 reporting pools shown on Form 1042-S instructions Deleted chapter 4 pooled Deleted of Deleted paid to Inserted to a chapter 4 reporting pool of Deleted when withholding was applied to the payment Deleted that are Known U.S. Persons Deleted satisfies Inserted satisfy Deleted that are known U.S. persons Inserted the Deleted amounts Inserted payments Deleted known U.S Inserted, as the context requires, Inserted of this agreement Deleted that are known U.S. persons 20 8 Inserted applied 20 8 Deleted withheld 20 8 Inserted withholding 20 9 Deleted (as defined under chapter 61) Inserted See also (c)(4) Inserted under section Deleted domestic law Inserted the laws of the jurisdiction in which it is resident, established, or located Deleted domestic law Inserted the laws of the jurisdiction in which it is resident, established, or located Deleted holder s Inserted holder's 21 5 Inserted offshore Inserted by registering such branch as a participating FFI or deemed-compliant FFI by that date Inserted by registering such branch as a participating FFI or deemed-compliant FFI by that date Deleted FFI s Inserted FFI's Deleted FFI s Inserted FFI's 22 1 Deleted FFI s 22 1 Inserted FFI's 22 8 Deleted FFI s 1. No claim to original U.S. Government works (xiii)

18 Page Line Type What has been inserted or deleted 22 8 Inserted FFI's Inserted and Inserted described in section 6.06 of this agreement Deleted on Inserted may request Deleted section 6.07 of this agreement as described in Deleted f Inserted d Deleted i) Inserted v). The IRS may request additional information to determine an FFI's compliance with its FFI agreement and to assist the IRS with its review of account holder compliance with tax reporting requirements Inserted and Deleted FFI s Inserted FFI's Deleted FFI s Inserted FFI's Deleted FFI s Inserted FFI's 23 9 Deleted or 23 9 Inserted of Deleted branch s Inserted branch's Deleted FFI s Inserted FFI's Deleted for purposes of chapter Deleted FFI s Inserted FFI's Deleted branch s Inserted branch's Deleted Inserted 4 may apply to the extent that it receives payment on behalf of recalcitrant account holders or nonparticipating FFIs and fails to provide sufficient information for its withholding agent to withhold under chapter 4 with respect to such persons. Additionally, withholding for purposes of chapter 3 may apply Deleted may apply Deleted classes Inserted each class Inserted for Inserted for 24 5 Deleted withholding rate 24 5 Inserted reporting 24 7 Deleted known U.S. persons as Inserted such Inserted. In the case of a participating FFI 1. No claim to original U.S. Government works (xiv)

19 Page Line Type What has been inserted or deleted Deleted are known Inserted is a non Deleted persons Inserted payor, Inserted account Deleted of U.S. accounts Deleted chapter Inserted section 6.02 of this agreement. See Inserted (c)(4)(iii) for the information that such a participating FFI may report with respect to payments subject to backup withholding under section Deleted payee s Inserted payee's Deleted pooled Inserted pool Deleted Inserted Deleted U.S Inserted the 26 8 Deleted FFI s 26 8 Inserted FFI's Inserted earlier of (1) the beginning of the third calendar quarter following the date that a member of the FFI group that was a limited FFI, ceases to be a limited FFI, unless the member becomes a participating or registered-deemed compliant FFI, or (2) the Deleted FFI s Inserted FFI's Inserted to Deleted to Inserted Inserted Deleted FFI s Inserted FFI's Inserted Inserted Inserted Deleted FFI s Inserted FFI's 27 1 Inserted Inserted (A) Inserted (B) Inserted (C) Inserted (D) 28 1 Inserted (E) 28 8 Inserted (A) 28 9 Inserted (B) 1. No claim to original U.S. Government works (xv)

20 Page Line Type What has been inserted or deleted Deleted FFI s Inserted FFI's Deleted (defined in (b)(87)) Deleted (C)( Inserted as provided Deleted FFI s Inserted FFI's Deleted members of the FFI group to designate Inserted designation of Inserted as provided Deleted C)( Deleted FFI s Inserted FFI's Deleted FFI s Inserted FFI's Inserted 290 Broadway Deleted 290 Broadway Deleted FFI s Inserted FFI's Deleted FFI s Inserted FFI's Deleted FFI s Inserted FFI's Deleted VI 1. No claim to original U.S. Government works (xvi)

21 Page Line Type What has been inserted or deleted Inserted 6. Effective Date The effective date of this revenue procedure is January 1, 2014, the date of its publication in the Internal Revenue Bulletin. Section 7. Paperwork Reduction Act This revenue procedure refers to a collection of information in the following sections of the FFI agreement (set forth in section 5 of this revenue procedure): Section 3 regarding the due diligence requirements for account holder and nonparticipating FFI payee identification and documentation; Section 4 regarding withholding requirements; Section 5 regarding deposit requirements; Section 6 regarding information reporting and tax return obligations; Section 7 regarding the legal prohibitions on reporting U.S. accounts and on withholding; Section 8 regarding compliance procedures; Section 9 regarding the participating FFI withholding certificate; and Section 10 regarding adjustments for overwithholding and underwithholding and refunds. Responses to these collections of information are required for an FFI to comply with the terms of its FFI Agreement and not be subject to withholding under section The likely respondents are individuals, businesses, other for-profit institutions, and certain nonprofit institutions. The estimated information collection burden referred to in this revenue procedure will be reflected in the Forms 8957, W-8BEN, W-8BEN-E, W-8ECI, W-8EXP, W-8IMY, W-9, 1040NR, 1042, 1042-S, 1120-F, 1099, and 8966, as well as Form 843 and various income tax returns filed for purposes of claiming a refund of tax. The information collection burden relating to the Section 8 compliance procedures will be reflected in future IRS guidance. An agency may not conduct or sponsor, and a person is not required to respond to, a collection of information unless the collection of information displays a valid control number assigned by the Office of Management and Budget. Books or records relating to a collection of information must be retained as long as their contents may become material in the administration of any internal revenue law. Generally, tax returns and tax return information are confidential, as required by section Section Deleted notice Inserted revenue procedure Deleted notice, Inserted revenue procedure Deleted John J. Sweeney on Inserted Ms. Ferris or Kamela Nelan at Deleted Inserted No claim to original U.S. Government works (xvii)

22 The text of the draft FFI agreement is set forth below. The IRS will not provide signed copies of the FFI agreement. Section 1. Section 2. Section 3. Section 4. Section 5. Section 6. Section 7. Section 8. Section 9. PURPOSE AND SCOPE DEFINITIONS DUE DILIGENCE REQUIREMENTS FOR DOCUMENTATION AND IDENTIFICATION OF ACCOUNT HOLDERS AND NONPARTICIPATING FFI PAYEES WITHHOLDING REQUIREMENTS DEPOSIT REQUIREMENTS INFORMATION REPORTING AND TAX RETURN OBLIGATIONS LEGAL PROHIBITIONS ON REPORTING U.S. ACCOUNTS AND ON WITHOLDINGWITHHOLDING COMPLIANCE PROCEDURES PARTICIPATING FFI WITHHOLDING CERTIFICATE Section 10. ADJUSTMENTS FOR OVERWITHHOLDING AND UNDERWITHHOLDING AND REFUNDS Section 11. FFI GROUP Section 12. EXPIRATION, MODIFICATION, TERMINATION, DEFAULT AND RENEWAL OF AGREEMENT Section 13. MISCELLLANEOUS PROVISIONS 1. No claim to original U.S. Government works 1

23 Section 1 Purpose And Scope Purpose. THIS AGREEMENT is made under, and in pursuance of, section 1471(b) and : WHEREAS, an FFI has completed and submitted a FATCA registration formform 8957, Foreign Account Tax Compliance Act (FATCA) Registration, in accordance with its instructions, which registration indicated that one or more of its branches seeks to be treated as a participating FFI, and has represented that such branches are eligible to, and will comply with, the terms of the FFI agreement; WHEREAS, this agreement establishes the FFI sffi's due diligence, withholding, information reporting, tax return filing, and other obligations as a participating FFI under sections 1471 through 1474 and through ; NOW THEREFORE, the terms of this agreement are as follows: 1.02 General Obligations. An FFI that agrees to comply with the terms of this agreement applicable to one or more of its branches will be treated as a participating FFI with respect to such branches, and such participating FFI branches will not be subject to withholding under section An FFI (or branch of an FFI) must act in its capacity as a participating FFI with respect to all of the accounts that it maintains for purposes of reporting such accounts and must act as a withholding agent to the extent required under this agreement. A branch of an FFI that cannot satisfy all of the terms of this agreement under the laws of the jurisdiction in which such branch is located will must meet the conditions described in (e)(2)(iii) to be treated as a limited branch (as defined in this agreement) and will be subject to withholding under section 1471 as a nonparticipating FFI. A reporting Model 2 FFI may comply with the requirements of the FFI agreement, including with respect to due diligence, reporting, and withholding, by applying the rules set forth in this agreement (applied by substituting the term "reporting Model 2 FFI" for "participating FFI" throughout the FFI agreement, except where the provisions of the FFI agreement explicitly refer to a reporting Model 2 FFI). Section 2 Definitions 2.01 Scope of Definitions. 01(A) 01(B) In General. Unless specifically modified in this agreement, all terms used in this agreement have the same meaning as provided in sections 1471 through 1474, including the final regulations thereunder. See (b) for a comprehensive list of chapter 4 terms and definitions. Reporting Model 2 FFIs. A reporting Model 2 FFI must use the definitions set forth in the applicable Model 2 IGA with respect to the accounts that it maintains in the Model 2 IGA jurisdiction, unless the Model 2 IGA jurisdiction permits the use of a definition provided in this agreement or (b) in lieu of a definition set forth in the applicable Model 2 IGA, and such application does not frustrate the purposes of the Model 2 IGA Account/Financial account. "Account " or "financial account " means a financialan account described in (b)(1) Account holder. "Account holder means" has the person who holds an account, as determined undermeaning set forth in (a)(31(b)(2) Account maintained by a participating FFI. "Account maintained by a participating FFI " means an account that a participating FFI is treated as maintaining under (b)(5). 1. No claim to original U.S. Government works 2

24 2.05 Active NFFE. In the case of a reporting Model 2 FFI, "active NFFE " means an active NFFE as defined in the applicable Model 2 IGA Backup withholding. "Backup withholding means" has the withholding required under section 3406.meaning set forth in (b)(7) Branch. Branch means a unit, business, or office of an FFI that is treated as a branch under the regulatory regime of a jurisdiction or that is otherwise regulated under the laws of a jurisdiction as separate from other offices, units, or branches of the FFI, and includes a disregarded entity of an FFI. The term branch also means a unit, business, or office of an FFI that is located in a jurisdiction in which it is a resident, and a unit, business, or office in the jurisdiction in which it is created or organized. All units, businesses, and offices of a participating FFI in a single jurisdiction must be treated as a single branch. "Branch" has the meaning set forth in (b)(10) Branch that maintains the account. A branch maintains an account if the rights and obligations of the participating FFI and the account holder with regard to such account (including any assets held in the account) are governed by the laws of the jurisdiction in which the branch is located. See (b)(5) for when an FFI is treated as maintaining an account Certified deemed-compliant FFI. "Certified deemed-compliant FFI means an " has the meaning set forth in (b)(14) Change in circumstances. For a participating FFI, a "change in circumstances" has the meaning described in (f4(c)(2) and includes a nonreporting )(iii). In the case of a reporting Model 2 FFI that applies the procedures of Annex I of the applicable Model 2 IGA with respect to an account, a change of circumstances has the meaning that such term has under a Model 1 IGA and a nonreporting FFI treated as a certified deemed-compliant FFI under aannex I of the applicable Model 2 IGA Chapter 4 reportable amount. "Chapter 4 reportable amount " has the meaning set forth in (b)(18) Chapter 4 reporting pool. "Chapter 4 reporting pool" means an amounta chapter 4 withholding rate pool of account holders and payees, described in (d)(2section 6.05(A)(1)(i).) of this agreement, associated with a withholdable payment that is within a particular income code (as provided in the instructions to Form 1042-S) reported on Form 1042-S and for which a separate Form 1042-S is required to be filed Chapter 4 status. "Chapter 4 status " has the meaning set forth in (b)(19) Chapter 4 withholding rate pool. "Chapter 4 withholding rate pool" means the status of a person as a U.S. person, a specified U.S. person, an individual that is a foreign person, a a pool provided on an FFI withholding statement (or a chapter 4 withholding statement, as defined in (c)(3)) with respect to a single type of income (e.g., interest or dividends) and consisting of: (i) a class of recalcitrant account holders described in (d)(6) (including a pool of recalcitrant account holders to which the escrow procedures for dormant account applies, or for recalcitrant account holders described in section 4.01(D) of this agreement for which the participating FFI, a certified or registered deemedcompliant FFI, a restricted distributor, an exempt beneficial owner, a has made a backup withholding election), (ii) payees that are nonparticipating FFIs that are subject to withholding under chapter 4, or (iii) U.S. payees as described in section 9.02(B) of this agreement (in the case of a participating FFI, a territory financial institution, an excepted NFFE () or, sections 9.02(B) and 9.02(C) of this agreement (in the case of a reporting Model 2 FFI, an active NFFE), a direct reporting NFFE, a sponsored direct reporting NFFE, or a passive NFFE.). 1. No claim to original U.S. Government works 3

25 1.01 Compliance FI. Compliance FI means a financial institution described in (f)(2)(ii)(A) Custodial institution. "Custodial institution means an entity described" has the meaning set forth in (e)(1)(ii(b)(25) Deemed-compliant FFI. "Deemed-compliant FFI means an FFI that is treated, pursuant to section 1471(b)(2) and" has the meaning set forth in (f), as meeting the requirements of section 1471(b1(b)(27) Depository institution. "Depository institution means an entity described" has the meaning set forth in (e)(1)(i(b)(30) Effective date of the FFI agreement. The effective date of the FFI agreement with respect to an FFI or a branch of an FFI that is a participating FFI is the date on which the IRS issues a GIIN to the FFI or branch. For a participating FFI that receives a GIIN prior to June 30, 2014, the effective date of the FFI agreement is June 30, Entity account. "Entity account " has the meaning set forth in (b)(40) Entity payee. "Entity payee" means a payee that is an entity and that is not an account held by one or more entitiesholder Excepted NFFE. "Excepted NFFE means an NFFE that is described" has the meaning set forth in (c)(1b)(41) Exempt beneficial owner. "Exempt beneficial owner means any person described" has the meaning set forth in (b) through (g) and includes any person treated as an exempt beneficial owner under an applicable Model 1 or Model 2 IGA.)(42) Exempt recipient. Exempt recipient means a person described in (c)(1)(ii) (for interest, dividends, and royalties), a person described in (b)(2)(i) (for broker proceeds), and a person described in (q) (for rents, amounts paid on notional principal contracts, and other fixed or determinable income). "Exempt recipient" has the meaning set forth in (b)(43) Financial institution (FI). "Financial institution " or "FI means an entity described" has the meaning set forth in (e)(1) and includes a financial institution as defined in an applicable Model 1 or Model 2 IGA.(b)(50) FFI group. "FFI group " means an expanded affiliated group (as defined in (i)) that includes one or more participating FFIs or, in the case of a reporting Model 2 FFI, a group of related entities as defined in an applicable Model 2 IGA FFI member. "FFI member " means an FFI that is a member of an FFI group FFI withholding statement. "FFI withholding statement" means a withholding statement provided by a participating FFI that meets the requirements of section 9.02 of this agreement Foreign financial institution (FFI). "Foreign financial institution " or "FFI means an entity described" has the meaning set forth in (d1(b)(47). 1. No claim to original U.S. Government works 4

26 Foreign reportable amount. "Foreign reportable amount " means a payment of FDAP income as definedforeign source amounts described in (a1471-4(d)(2)(i)(A) that would be a withholdable payment if paid by a U.S. person.ii)(f) Form 945. "Form 945 " means IRS Form 945, Annual Return of Withheld Federal Income Tax Form "Form 1042 " means IRS Form 1042, Annual Withholding Tax Return for U.S. Source Income of Foreign Persons Form 1042-S. "Form 1042-S " means IRS Form 1042-S, Foreign Person's U.S. Source Income Subject to Withholding Form "Form 1099 " means IRS Form 1099-B, Proceeds From Broker and Barter Exchange Transactions; IRS Form 1099-DIV, Dividends and Distributions; IRS Form 1099-INT, Interest Income; IRS Form 1099-MISC, Miscellaneous Income; IRS Form 1099-OID, Original Issue Discount, and any other form in the IRS Form 1099 series appropriate to the type of payment required to be reported Form "Form 8957 " means IRS Form 8957, Registration, and includes the online version of the form on the FATCA registration website available at Form "Form 8966 " means IRS Form 8966, FATCA Report, and includes the FATCA Report XML GIIN. "GIIN" or "global intermediary identification number" has the meaning set forth in (b)(57) Grandfathered obligation. "Grandfathered obligation" has the meaning set forth in (b)(2)(i) Individual account. "Individual account means an account held by one or more individuals." has the meaning set forth in (b)(64) Intergovernmental Agreement (IGA). "Intergovernmental Agreement " or "IGA means any applicable Model 1 or Model 2 IGA..01(A) Model 1 IGA. Model 1 IGA means an agreement or arrangement between" has the United States or the Treasury Department and a foreign government or one or more agencies thereof to implement FATCA through reporting by financial institutions to such foreign government or agency thereof, followed by automatic exchange of the reported information with the IRS.meaning set forth in (b)(67)..01(B) Model 2 IGA. Model 2 IGA means an agreement or arrangement between the United States or the Treasury Department and a foreign government or one or more agencies thereof to facilitate the implementation of FATCA through reporting by financial institutions directly to the IRS in accordance with the terms of this agreement, supplemented by the exchange of information between such foreign government or agency thereof and the IRS IRS FFI List. "IRS FFI List" has the meaning set forth in (b)(73). 1. No claim to original U.S. Government works 5