US Person: Difference between revisions
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Revision as of 10:34, 5 March 2024
From the I’m sorry I asked file, US person means different things to different people. Even different kinds of US Attorney. Even the same U.S. Attorney, when holding different US Securities Regulations in contemplation, or otherwise meditating on the golden mean.
Regulation S of the 1933 Act
For purposes of Regulation S of the 1933 Act, a partnership or corporation is a “U.S. Person” if it is either:
- (i) organized or incorporated under the laws of the United States; or
- (ii) organized or incorporated under the laws of any jurisdiction other than the United States; and, it is formed by a U.S. person principally for the purpose of investing in securities not registered under the Securities Act of 1933, unless it is organized or incorporated, and owned, by accredited investors (as defined in Regulation D of the 1933 Act) who are not natural persons, estates or trusts.
Securities Exchange Act of 1934
When considering a security-based swap under Part 240.3a71-3(a)(4) of the Exchange Act, a US Person is:
- Any natural person who resides in the United States.
- Any partnership, corporation, trust, investment vehicle, or other legal person organized, incorporated, or established under the laws of the United States or having its principal place of business[1] in the United States.
- Any discretionary or non-discretionary account of a U.S. person.
- Any estate of a decedent who was a resident of the United States at the time of death.
Commodity Exchange Act of 1936
Never one to be out-done, the commodities regulator defines US personhood in the negative. Here you must be aware of the pitfalls of not being a Non-United States Person for the purposes of Rule 4.7 of that act, “but excluding, for the purposes of Subsection 4.7(D) the exception to the extent it would apply to persons who are Non-United States Persons”. Sometimes, it becomes transparent that regulators really are wilfully engaged in the perpetuation of the legal eagle’s monopoly.
Tax
A US person is
- Every United States Citizen, whether born in or outside the US, whether by descent or naturalisation.
- Every United States Tax Resident, being someone with a “Substantial Presence” (having been in the United States for at least 31 days out of 1 year or 183 days out of the 3 years), or who has obtained[2] a Green Card.
DON’T YOU WISH YOU’D NEVER ASKED.
See also
References
- ↑ *Under the final rules, a “principal place of business” means “the location from which the officers, partners, or managers of the legal person primarily direct, control, and coordinate the activities of the legal person.” This definition also provides that the principle place of business for an externally managed investment vehicle “is the office from which the manager of the vehicle primarily directs, controls, and coordinates the investment activities of the vehicle.” in the United States.
- ↑ Not sure whether “and currently holds” applies.