United States General Accounting Office

GAO

Report to the Ranking Minority Member,
Permanent Subcommittee on
Investigations, Committee on
Governmental Affairs, United States
Senate

October 2000

SUSPICIOUS BANKING
ACTIVITIES

Possible Money
Laundering by U.S.
Corporations Formed
for Russian Entities

GAO-01-120

 United States General Accounting Office
Washington, D.C. 20548

October 31, 2000
The Honorable Carl Levin
Ranking Minority Member
Permanent Subcommittee on Investigations
Committee on Governmental Affairs
United States Senate
Dear Senator Levin:
On February 25, 2000, you expressed concern that foreign individuals or
entities can create U.S. corporations, open bank accounts in the name of
the U.S. corporations, and use these bank accounts to launder money
through the use of correspondent banking services.1 You identified certain
corporations that had engaged in suspicious banking activity indicating
possible money laundering. Each of these corporations had been formed in
the state of Delaware for unknown foreign individuals or entities. The
suspicious banking activity involved correspondent bank accounts and
wire transfers of funds from Eastern European banks through U.S. banks to
other Eastern European banks. You initially requested that we investigate
these Delaware corporations to determine how they had been formed.
We began our investigation by reviewing relevant statutes regarding the
chartering of corporations in Delaware and records of the Delaware
Division of Corporations pertaining to the corporations that the
Subcommittee identified. We then contacted various registered agents for
these corporations and identified Euro-American Corporate Services, Inc.,
as a Delaware-registered agent that together with a related company,
International Business Creations (IBC), created corporations for Russian
brokers and established bank accounts for those corporations. We brought
this information to the attention of the Subcommittee. It focused its request
more narrowly on Euro-American and asked us to (1) describe how it was
formed and operated, (2) determine how Euro-American entered banking
relationships with Citibank of New York and Commercial Bank of San
Francisco, and (3) investigate the extent to which these banking
relationships resulted in suspicious activity.

1

A bank or other financial organization that regularly performs services for another financial
organization in a place or market to which the other does not have direct access is referred
to as a correspondent bank.

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GAO-01-120 Possible Money Laundering Through U.S. Banks

 We reviewed state of Delaware, Department of State, Division of
Corporations’ files concerning the list of companies the Subcommittee had
provided to us. We contacted Delaware-registered agents for information
about those companies and interviewed the Division of Corporations’
Incorporation Section Administrator, who oversees corporation filings. We
also spoke with a member of the Delaware State Police Intelligence
Division. In addition, we reviewed relevant provisions of the Delaware
Code. Further, we interviewed officials of IBC, Euro-American, Citibank,
and Commercial Bank. The Permanent Subcommittee on Investigations,
Senate Committee on Governmental Affairs, issued subpoenas to obtain
certain bank records of IBC, Euro-American, the three principals of those
corporations, and IBC/Euro-American-created corporations. We analyzed
those bank records. We conducted our investigation from March to
October 2000. It was performed in accordance with the quality standards
for investigations as set forth by the President’s Council on Integrity and
Efficiency.

Results in Brief

Euro-American formed corporations pursuant to the General Corporation
Law of Delaware. The corporations were granted corporation status by the
state after Euro-American—as the registered agent—prepared, signed, and
filed a certificate of incorporation containing very limited information. For
example, Delaware law, as in some other states, has no requirement that
the certificate of incorporation contain information about the principals,
the principal place of business, or the specific business activity of the
corporation.
We also determined that Euro-American had formed three of the Delaware
corporations identified by the Subcommittee, as well as approximately
2,000 others, for Russian brokers. From 1991 through January 2000, more
than $1.4 billion in wire transfer transactions was deposited into 236
accounts opened at 2 U.S. banks: Citibank (136 accounts) and Commercial
Bank (100 accounts). IBC/Euro-American established those accounts for
corporations that it had created. Of the $1.4 billion, more than $800 million
was wired from foreign countries into IBC/Euro-American accounts at
Citibank. Over 70 percent of the Citibank deposits for these accounts was
wire-transferred to accounts in foreign countries. Of the remaining
$600 million deposited in Commercial Bank, over 50 percent was similarly
transferred into the U.S. banking system from abroad. In addition, most of
the $600 million was transferred out of the U.S. banking system. These
banking activities raise questions about whether the U.S. banks were used
to launder money.

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GAO-01-120 Possible Money Laundering Through U.S. Banks

 Additionally, the two banks at which Euro-American established accounts
failed to implement “know your customer” policies for these accounts.
Implementation of effective know your customer policies permits financial
institutions to understand the kind of transactions in which a particular
customer is likely to engage, to identify unusual or suspicious transactions,
and to report such transactions as required by the Bank Secrecy Act.2 We
have referred the information developed to appropriate law enforcement
and regulatory agencies.

Background
Forming a Corporation in
Delaware

The General Corporation Law of Delaware permits “any person,
partnership, association or corporation” to form a corporation “without
regard to such person’s or entity’s residence, domicile or state of
incorporation” by filing a certificate of incorporation with the Division of
Corporations in the Department of State.3 Every corporation must have and
maintain in Delaware “a registered office which may, but need not be, the
same as its place of business.”4
Each corporation must also appoint a registered agent to “accept service of
process and otherwise perform the functions of a registered agent.” 5 The
registered agent may be the corporation itself, an individual resident of
Delaware, another domestic corporation or other domestic business entity,
or a foreign corporation or other foreign business entity that is authorized
to do business in the state.6

2

The Bank Secrecy Act is codified in 12 U.S.C. §§ 1829b and 1951-59 and in 31 U.S.C.
§§ 5311-30.

3

Del. Code Ann. tit. 8, §101.

4

Del. Code Ann. tit. 8, §131 (a).

5

Del. Code Ann. tit. 8, §132 (a).

6

Del. Code Ann. tit. 8, §132 (a).

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GAO-01-120 Possible Money Laundering Through U.S. Banks

 The certificate of incorporation must contain the name of the corporation,
the address of the corporation’s registered office in Delaware, the name
and street address of its registered agent at the corporation’s registered
office in Delaware, and the name and mailing address of the incorporators.7
Our investigation revealed that for all the corporations formed by EuroAmerican it was both the registered agent and the incorporator. With
respect to the nature of the business of the corporation, it is sufficient for
the certificate of incorporation to state that “the purpose of the corporation
is to engage in any lawful act or activity for which corporations may be
organized under the General Corporation Law of Delaware.”8 A certificate
must be filed with the Division of Corporations certifying any changes with
respect to the corporation’s registered agent or registered address.9

Bank Compliance Programs
Regarding Suspicious
Banking Activities and
Know Your Customer
Policies

The Bank Secrecy Act requires banks to report suspicious banking activity
relating to potential money laundering to the U.S. Treasury Department.10
The Federal Reserve System, the Office of the Comptroller of the Currency
(OCC), and the Federal Deposit Insurance Corporation (FDIC) are the
federal regulatory agencies that examine banks. To enforce the Bank
Secrecy Act, these agencies have promulgated regulations requiring banks
to implement programs and procedures for recording and reporting large
currency transactions and for detecting, preventing, and reporting
suspicious transactions related to potential money-laundering activity.11

7

Del. Code Ann. tit. 8, §102. Additionally, if the corporation is authorized to issue only one
class of stock, the certificate of incorporation must also contain the total number of shares
of stock that the corporation has authority to issue and the par value of each share or a
statement that all such shares are to be without par value. Del. Code Ann. tit. 8, §102(4).

8

Del. Code Ann. tit. 8, §102.

9

Del. Code Ann. tit. 8, §133.

10

31 U.S.C. §5318(g); 31 C.F.R. §103.21; see 12 C.F.R. §§ 21.21 (OCC). Money laundering is the
process of engaging in financial transactions with the proceeds of unlawful activity to
conceal the existence, nature, or source of those proceeds. Two criminal money-laundering
offenses are defined in 18 U.S.C. §§1956, 1957.
11

See 12 C.F.R. §§21.21 (OCC), 219.21-23 (Federal Reserve), and 326.8 (FDIC)(2000).

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GAO-01-120 Possible Money Laundering Through U.S. Banks

 Regulators and most banks contacted during a previous GAO review12 cited
know your customer policies as one of an institution’s most important
means of detecting suspicious activity to comply with the Bank Secrecy
Act.13 Know your customer policies generally commit a financial institution
to verify a customer’s identity, determine the customer’s source of wealth,
review the customer’s credit and character, and understand the type of
transactions the customer would typically conduct. Implementation of
effective know your customer policies permits a financial institution to
understand the kinds of transactions in which a particular customer is
likely to engage, to identify unusual or suspicious transactions, and to
report such transactions to the U.S. Department of the Treasury.

Ease of Foreign
Entities in Creating
U.S. Corporations
Engaging in Suspicious
Banking Activities

We identified the registered agents for most of the corporations named by
the Subcommittee. We were able to obtain information from the files of
seven of those registered agents, including Euro-American, concerning
approximately half of the corporations identified by the Subcommittee.
Although they did not provide specific numbers, the seven registered
agents told us that a large number of the corporations in our investigation
had been formed at the request of foreign individuals or entities.
Further, an officer of Euro-American informed us that his company’s clients
consist entirely of brokers in Moscow, Russia, who make requests for the
formation of Delaware corporations and that Euro-American had formed
approximately 2,000 such corporations since 1996. In our review of
documents filed by Euro-American with the Delaware Division of
Corporations, we found that an officer of Euro-American had signed the
certificate of incorporation for each company it formed as the incorporator
of the company.
The records of the registered agents we reviewed generally contain the
name of the person or entity requesting the formation of the corporation
but do not contain the names of the corporation’s principals. Thus, neither
state records nor the records of the registered agents contain the names of
12

Private Banking: Information on Private Banking and Its Vulnerability to Money
Laundering (GAO/GGD-98-19R, Oct. 30, 1997).

13

While regulatory efforts to establish uniform know your customer requirements have been
discontinued, Congress continues to look for ways to reinforce current anti-moneylaundering laws and, more specifically, to promote due diligence in customer banking
relationships.

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GAO-01-120 Possible Money Laundering Through U.S. Banks

 the principals of the incorporated companies. Two registered agents
informed us that they often form corporations in blocks of 10 to 20 at a time
to accommodate single requests from foreign brokers. A registered agent
also disclosed that these corporations are sometimes sold by the brokers to
others, who may, in turn, sell them again.
In conducting our investigation, we reviewed Suspicious Activity Reports
filed by three banks concerning transactions by corporations formed by
Euro-American for Russian brokers. A question raised in the reports
concerned whether banking transactions by these corporations were part
of money-laundering schemes. For example, one report describes the
following transactions by two corporations formed by Euro-American:
Corporation A initiated a series of wire transfers of money on its behalf through Absolute
Bank in Moscow, Russia, to the Bank of New York in the United States, which had a
correspondent banking relationship with Absolute Bank. The Bank of New York then
transferred the funds to Republic National Bank of New York, which had a correspondent
banking relationship with Trust Commercial Bank in Latvia. Republic National Bank, in
turn, sent the funds by wire to Trust Commercial Bank in Latvia where they were deposited
into Corporation B’s account. Approximately $6.8 million was moved in this fashion from
Corporation A to Corporation B during a 2-month period. Using wire transfers, money was
moved in large dollar amounts into and out of accounts on the same day or within 1 or 2
days.14

Relationship Between
International Business
Creations and EuroAmerican Corporate
Services, Inc.

In 1991, a native of the Republic of Georgia who was residing in the United
States incorporated IBC in Delaware and became its president.15 IBC
opened bank accounts in the United States for corporations formed in
Delaware at the request of Russian brokers. To expand his business, in 1996
IBC’s president created Euro-American to (1) form corporations in
Delaware for Russian brokers and (2) serve as the registered agent for such
corporations and open bank accounts for them when requested. Two
former IBC employees serve as the officers of Euro-American. EuroAmerican began charging a fee of $350 for each company it incorporated.

14

We have no information concerning either the origin of the funds wired by Corporation A
or the final destination of the funds after they were deposited into Corporation B’s account.
Moreover, Euro-American could not provide information about the owners or the principals
of these corporations.
15

IBC was also incorporated in New York in 1996.

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GAO-01-120 Possible Money Laundering Through U.S. Banks

 Euro-American serves as its own registered agent and lists a street address
in New Castle, Delaware, as its registered address on its certificate of
incorporation. We found that it was the address of Executive Offices, Inc., a
company that provides office space and reception services for business
tenants. An officer of Executive Offices informed us that beginning in
approximately 1997, his company provided a mail drop to IBC, which is
actually located in New York, New York. He later learned of the existence
of Euro-American after he received large quantities of mail for it. He
contacted the Delaware Division of Corporations and was informed that
Euro-American had established itself as a registered agent and had listed as
its registered address the mail drop rented to IBC by Executive Offices. He
also learned that Euro-American served as the registered agent for 708
corporations that used the address of Executive Offices.
The officer of Executive Offices informed us that he subsequently entered
into a rental agreement with Euro-American. Euro-American rents office
space from Executive Offices, although no one physically occupies the
office. As part of this agreement, Euro-American pays for the services of a
common receptionist shared by other tenants of Executive Offices. The
officer estimated that a Euro-American representative uses the office about
1 day every 3 months, which he opined was merely a “formality.” Further,
all telephone calls and mail are forwarded to Euro-American in New York.
An official of Delaware’s Division of Corporations advised the officer that
this arrangement complies with Euro-American’s obligations as a
Delaware-registered agent.

Euro-American’s Role
in Forming U.S.
Corporations for
Russian Brokers and
Opening Bank
Accounts for Such
Corporations

According to an employee of Euro-American, Russian brokers who obtain
services from Euro-American generally order the formation of about 10
corporations at a time. Sometimes the Russian brokers furnish names for
the requested companies; at other times, Euro-American simply “makes up”
names for the corporations it forms. The Euro-American employee
estimated that, since its inception, the company had worked with between
30 to 50 brokers in Moscow for whom it had formed about 2,000
corporations. According to the president of IBC and the Euro-American
employee, Euro-American conducted no due diligence with respect to any
company it incorporated because state law does not require it.
On occasion, Russian brokers requested that IBC/Euro-American open
bank accounts with wire transfer capabilities for corporations that EuroAmerican formed. We have identified two banks at which Euro-American
established such accounts: Citibank of New York and the Commercial Bank

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GAO-01-120 Possible Money Laundering Through U.S. Banks

 of San Francisco. Euro-American received a fee of $450 from the Russian
brokers for each bank account opened. According to records of Citibank
and Commercial Bank, IBC/Euro-American opened approximately 136
bank accounts for corporations at Citibank from 1991 through January
2000 and approximately 100 bank accounts at Commercial Bank from 1996
through 1999. The president of IBC told us that the bank accounts were
formed to move money out of Russia.
The IBC president told officers of both Citibank and Commercial Bank that
he had conducted investigations of the companies for which he opened
accounts. He admitted to us that he made such representations to the
banks but that he in fact had not investigated the companies. He also told
us that Euro-American is currently being liquidated due in part to concerns
about money-laundering issues that were raised in 1999 when the media
reported allegations that Russian organized crime had laundered billions of
dollars through the Bank of New York.

Relationship Between
Citibank of New York
and IBC/EuroAmerican

A Citibank account officer at a particular Citibank branch told us that the
president of IBC first became a Citibank customer about 10 years ago when
he established IBC. At that time, IBC’s president informed Citibank that he
assisted Russian business clients in opening bank accounts in the United
States. When he established IBC’s Citibank account, the president of IBC
was required to provide two forms of identification, such as a passport and
credit card, and documents relating to IBC, such as incorporation papers.
Between 1992 and April 2000, IBC had four accounts at Citibank into which
approximately $280 million was deposited through wire transfers. Virtually
all of these funds were subsequently wired out of the accounts.

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GAO-01-120 Possible Money Laundering Through U.S. Banks

 The relationship between Citibank and IBC expanded in 1996 when EuroAmerican was formed and IBC/Euro-American began referring Russian
companies to Citibank for the purpose of opening accounts. According to
the Citibank account officer, the president of IBC vouched for the newly
formed companies and said that he knew the officers of the companies
personally, by reputation, or as a result of conducting his own investigation.
Citibank opened the accounts based upon the IBC president’s
representations, with the stipulation that the customers would personally
appear at Citibank with appropriate identification within 30 days of
opening the account. A Euro-American employee served as a Russian
interpreter for those customers who personally appeared at Citibank to
open accounts. Citibank did not conduct due diligence regarding IBC/EuroAmerican-referred customers. 16
A Citibank official advised us that the bank closed some of the accounts
opened for IBC clients because the clients had failed to appear personally
at Citibank offices within 30 days after the accounts were opened. He
added that the accounts were fully functional for the initial 30-day period,
allowing wire transfer capabilities, and that all transactions in and out of
these accounts were by wire transfers. Although we do not know the
number of IBC/Euro-American referred Citibank customers who appeared
personally at the bank, our review of records obtained from Citibank
indicates that no accounts of IBC/Euro-American referred customers were
closed within 4 months of being opened. Further, more than $800 million
was deposited through wire transfer transactions from foreign countries
into IBC/Euro-American client accounts at Citibank. Over 70 percent of
these deposits was subsequently moved out of the U.S. banking system
through wire transfer transactions to accounts in foreign countries.
According to a Citibank official, these deposits included funds from Russia;
and Citibank no longer opens accounts for clients of IBC/Euro-American
because of concerns over suspicious account activity.

16

We previously reported that Citibank’s failure to enforce its know your customer policy
facilitated a money-laundering scheme that disguised the origin, destination, and beneficial
owner of the funds involved. See Private Banking: Raul Salinas, Citibank, and Alleged
Money Laundering (GAO/OSI-99-1, Oct. 30, 1998).

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GAO-01-120 Possible Money Laundering Through U.S. Banks

 Relationship Between
Commercial Bank and
IBC/Euro-American

As previously discussed, IBC/Euro-American also opened approximately
100 bank accounts at Commercial Bank of San Francisco for corporations
it had formed for Russian brokers. We reviewed bank statements made
available through the Subcommittee’s subpoena which revealed more than
$600 million in wire transfers into these bank accounts. A Commercial
Bank employee familiar with the records provided to the Subcommittee
stated that over 50 percent of the wire transfers originated from foreign
sources. The employee added that most of the $600 million was
subsequently wire-transferred abroad. Our review of the bank records
indicates that the foreign sources included wire transfers into and from
Eastern Europe.
According to the president of Commercial Bank, two Russians purchased
about 9 percent of the bank’s stock for $1 million in March 1995. One of
these individuals suggested that the bank hire him as a consultant to obtain
new business from Russian depositors. Consequently, the bank entered
into an agreement with East Industrial Financial Society, a corporation
owned by this individual. East Industrial became the only full-time
contractor soliciting business for the bank from April 1996 through March
1998.17 This individual (hereinafter “the Russian director”)18 became a
member of the Board of Directors of Commercial Bank in May 1997.
The IBC president informed us that another Russian introduced him to the
Russian director in 1996. At that time, the Russian director suggested that
IBC open bank accounts with Commercial Bank for U.S. corporations that
IBC had formed for its Russian clients. As a result, in April 1996 IBC
entered into a contract with East Industrial. The agreement provided that
IBC would introduce potential banking customers to East Industrial, which
would establish accounts for them with the Private Banking Group of
Commercial Bank.19

17

Under the contract, Commercial Bank paid a service fee to East Industrial.

18

We have obtained information that indicates that this individual has had a close
relationship with companies associated with members of the former Soviet Union’s
intelligence agency.
19

IBC was to receive a service fee for business it introduced to Commercial Bank based on a
percentage of average daily deposits in customer accounts once certain conditions were
met. However, both the Russian director and the president of IBC stated that no service fees
were paid to IBC.

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GAO-01-120 Possible Money Laundering Through U.S. Banks

 The Russian director, who also served as the Director of Private Banking
and the Director of the International Department at Commercial Bank,
resigned from the Board of Directors and his other positions with the bank
in December 1999, effective January 14, 2000. The president of Commercial
Bank informed us that, during the period that the Russian director was a
director or consultant to the bank, 40 percent of total bank deposits was
from customers referred to it by IBC/Euro-American.
Commercial Bank officials stated that they had relied on representations
made by IBC’s president that he knew the clients he introduced and that
Commercial Bank had conducted no independent due diligence concerning
IBC/Euro-American referred customers. IBC/Euro-American clients were
not required to appear in person at the bank to open accounts; instead,
accounts were opened by mail. Commercial Bank officials also informed us
that the bank filed Suspicious Activity Reports concerning activity in
accounts of IBC/Euro-American clients and that it stopped opening
accounts for IBC/Euro-American in 1999 due to numerous instances of
suspicious transactions by its clients. We were also told that the
International Department would be closed due to problems relating to the
suspicious banking activities of its customers. The International
Department closed on June 30, 2000; and Commercial Bank was recently
sold.

Conclusion

It is relatively easy for foreign individuals or entities to hide their identities
while forming shell corporations that can be used for the purpose of
laundering money. Further, the money-laundering provisions of the Bank
Secrecy Act require banks to identify suspicious activity and to report that
activity to federal authorities. While the banking industry points to
voluntary know your customer policies as implementing the requirements
of the act, in this case two banks violated the principles of those policies.
We previously reported similar violations by one of these banks.20 The
violations by the two banks in our current investigation facilitated the
transfer of approximately $1 billion from Eastern Europe, through U.S.
banks, and back to Eastern Europe by corporations formed for Russian
brokers. These transfers raise concerns that the U.S. banking system may
have been used to launder money. We have referred the information
developed to appropriate law enforcement and regulatory agencies.
20

Private Banking: Raul Salinas, Citibank, and Alleged Money Laundering (GAO/OSI-99-1,
Oct. 30, 1998).

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GAO-01-120 Possible Money Laundering Through U.S. Banks

 As arranged with your office, unless you announce its contents earlier, we
plan no further distribution of this report until 30 days after the date on this
letter. At that time, we will make copies of this letter available to interested
congressional committees and others on request. If you have any questions
or need additional information, please contact Deputy Director
Ronald Malfi at (202) 512-6722. William McDaniel and Woodrow H. Hunt, Jr.
were key contributors to this case.
Sincerely yours,

Robert H. Hast
Managing Director
Office of Special Investigations

(600715)

Leter

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GAO-01-120 Possible Money Laundering Through U.S. Banks

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