Beginning January 1, 2024, the US Department of the Treasury’s Financial Crimes Enforcement Network (FinCEN) requires new companies to report beneficial ownership information (BOI). 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.
A beneficial owner is any individual who either:
For Atlas companies, this may include the following from your Atlas company documents:
Read Cooley’s guide or consult your lawyer for more help determining who qualifies as a beneficial owner of your Atlas company
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).
The report covers three main areas:
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:
Tax, accounting, and compliance partners: These are good options for founders who want to complete their filing as a standalone task, without being required to sign up for additional services.
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.
Find your company details and beneficial owner information (at the time of incorporation) in your Atlas Dashboard. We will update this article with more information from our partners as it becomes available.
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.
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.