Beginning January 1, 2024, the US Department of the Treasury’s Financial Crimes Enforcement Network (FinCEN) requires new companies to report beneficial ownership information. This report is due 90 days after incorporation. Companies formed prior to January 1, 2024 have until December 31, 2024 to file their report. Learn more about the requirement in this explainer from our partner Cooley LLC and FinCEN’s FAQ.

This article will be updated as FinCEN releases more information regarding the reporting requirements.

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What’s a beneficial owner?

A beneficial owner is any individual who either:

• Directly or indirectly exercises substantial control over the company, or
• Owns or controls at least 25% of the ownership interests of the company

For Atlas companies, this may include the following from your Atlas company documents:

• The officers of the company (President/CEO, Secretary)
• The Board of Directors
• Any other founder of individual who owns >25% of the company’s shares

Read Cooley’s guide or consult your lawyer for more help determining who qualifies as a beneficial owner of your Atlas company

Who does this rule apply to?

Most Atlas companies and most new US companies—whether owned by US citizens or not—will be required to file a report under this rule. Check FinCEN’s website to see if your company qualifies for an exemption. If you do, you do not need to take any further action.

Each company needs to file a report (companies do not need to file one report per founder).

What do I have to file in the report?

The report covers three main areas:

1. Company details: Includes company name, company address, and tax ID (EIN or ITIN)
2. Beneficial owner information: Includes personal information (name, date of birth, address) and identification (such as a passport or driver’s license) for each beneficial owner
3. Company applicant details: Includes personal information for the individual that incorporated the company.

Frequently asked questions from Atlas users

• Who should I list as my company applicant? Atlas companies should list the account owner (the founder who submitted their company’s Atlas application) as the company applicant.
• What address should I use for the company? If your company has a US address, you should list that address. If your company does not have a US address, you may use your company's registered agent address according to FinCEN's FAQ update issued 4/18/24.
• What if I don't have my EIN yet? Atlas companies should submit their report after they receive their IRS tax ID (EIN), or if the founder has an ITIN to submit in place of the EIN. FinCEN has not yet issued guidance for the rare cases in which the IRS fails to assign a company’s EIN by the 90 day reporting deadline.

How do I file my report?

On or after January 1, 2024, you can file your report directly on FinCEN’s website. Your own legal or tax advisor may also be able to help you file. 

To file on FinCEN’s website, available after January 1, 2024, follow the instructions on their website. You can find your initial Atlas company information in the Atlas Dashboard; please note that these documents will not reflect any changes to company information or beneficial ownership information that were made after incorporating.

Some of Atlas's perks partners may be able to help you file:

• Equity management partners: These are good options for founders who need to manage equity, as they'll be able to help you file updated reports based on your cap table as your company ownership changes over time.
  • Carta plans to offer filing support as part of their free plan, Carta Launch, after January 1, 2024. Atlas companies can pre-fill their Carta account setup by clicking the Carta perk from the Atlas Dashboard.
  • AngelList can help users of their cap table and fundraising products file their FinCEN report. Atlas companies can also pre-fill their AngelList account setup by clicking the AngelList perk from the Atlas Dashboard.
  • Pulley plans to offer filing support to their cap table users in the near future.
• Tax, accounting, and compliance partners: These are good options for founders who want to complete their initial filing as a standalone task, and plan for ongoing reporting later.
  • Pilot offers free report prep for Atlas companies incorporated after January 1, 2024.
  • LegalZoom offers help filing your company's FinCEN's Beneficial Ownership Information Report. Once you submit your information, they will file the customized report on your company’s behalf. Find your company details and beneficial owner information in your Atlas Dashboard, then get started here.

We will update this article with more information from our partners as it becomes available.

Will I have to file this again if my company information or beneficial owners change?

A company may need to file an updated report within 30 days if their beneficial ownership information changes (for example, a new person gains control of >25% of the company’s shares or someone new assumes a role that directly exercises substantial control of the company). See Cooley’s guidance, including:

“A reporting company must file an updated BOI report to communicate changes to company or beneficial owner information (including the beneficial owners’ identities and previously submitted information for them) no later than 30 days after the date on which the change occurred. BOI report data also must be updated within 30 days after the date the company becomes aware of an inaccuracy in a previously filed BOI report or had reason to know of such inaccuracy. Company applicant information does not need to be updated on a reporting company’s BOI report in the event the information changes (e.g., a change in address of a company applicant), but a reporting company does need to file an updated BOI report if there are inaccuracies in previously reported company applicant information.”

Your Atlas documents only reflect the initial ownership structure of your company. As your company grows and changes, you can reference your cap table and equity management software or consult a legal and tax advisor to understand when you may need to file an updated FinCEN report.

Where can I learn more?

• FinCEN’s website and reference materials
• Cooley's guide to FinCEN reporting: what you need to know
• Cooley’s press release about the requirements

More resources will be added as they become available.

Note: Stripe isn’t a law firm or an accounting firm and can’t provide legal, tax or accounting advice. Consult legal and tax professionals for advice on how to meet ongoing legal, tax, and accounting obligations for you and your company.