Legal Compliance

Beneficial ownership information (BOI)

The Financial Crimes Enforcement Network (FinCEN) requires small businesses to submit information about their Beneficial Owners (BOI). All OCV companies are subject to this requirement. OCV will complete the initial BOI submission to FinCEN during the incorporation process.

The definition of Beneficial Owner includes:

1. Any individual with more than 25% fully-diluted equity ownership, directly or indirectly, in a company. This includes OCV’s LPs when OCV owns more than 25% of a company.

2. CEOs and CTOs regardless of ownership percentage, as it covers any "control person" involved in the day-to-day operations of the company.

BOI reporting

The specific information requested includes both information about the company, its Beneficial Owners, and Company Applicants, the individuals/entities who filed the company’s initial incorporation paperwork.

Filing information by entity

Company information

1. Company’s full legal name

2. Current address (must be a US street address, not a PO box)

3. Jurisdiction of formation (Delaware)

4. Tax identification number (usually an EIN)

Beneficial Owner and Company Applicant information

1. Full legal name

2. Date of birth

3. Residential address

4. Unique identifying number

5. Image of ID (US passport, state driver’s license, or other eligible identification document)

The filing requirements differ for companies incorporated after January 1, 2024 (”Newly registered companies”) vs. those incorporated prior to 2024 (”Existing companies”):

Newly registered companies

1. BOI submission deadline: 1 month (28 days) after date of first incorporation

2. Company Information, Beneficial Owner, and Company Applicant information all required

Existing companies

1. BOI submission deadline: Janurary 13, 2025

2. Only Company Information and Beneficial Owner information required (Company Applicants are not required)

Registering for a FinCEN ID

As part of the reporting process, individuals can register for a FinCEN ID by submitting their documents to FinCEN directly. Individuals can register for a FinCEN ID here. The process should take less than 5 minutes. Please use your personal email address and not your work email. You will use the same FinCEN ID for any other companies you may be a Beneficial Owner for.

OCV can then include each company’s associated FinCEN IDs with the BOI report submission, without needing to handle sensitive information/documents on behalf of LPs, CEOs, and CTOs. This is also helpful for investors who are Beneficial Owners of multiple entities.

OCV will keep track of LP and founder FinCEN IDs internally. The FinCEN IDs of company applicants will be provided by the Legal Team upon incorporation.

Updating beneficial ownership information

Going forward, anyone reported as a Beneficial Owner will need to update the information on their report within 30 days whenever it changes, and companies will also need to update company information if they change their address or otherwise undergo any changes that affect the information reported to FinCEN. This also includes any executive level new hires and any proposed equity issuances that may exceed 25% of either company’s ownership interests.

In such events, please notify the company’s Legal Team so they can advise with respect to any BOI reporting obligations (as well as any corporate actions that may be necessary). Further, if there are any changes to the information that an individual submits to obtain a FinCEN ID, that change must be reported within 30 days.

To make updates to a BOIR filing, go to the BOI-E Filing portal. Select “update prior report” to make subsequent BO updates.

Other KYC processes

In the past, financial systems vendors like credit cards and bank accounts have also asked registrants to provide similar KYC information on beneficial owners and control persons during the application process. While the use of FinCEN IDs could help streamline these KYC processes, no vendors have announced plans to support them yet.

Vendor BOI requests

OCV will release sensitive information via a direct secure link to the vendor. Please ask for a secure submission link and loop in OCV, who will forward to the respective individuals to complete.

Trademark protection

A trademark protects your brand and intellectual property so others can’t steal your company’s name and/or symbols. Companies with both a legal registed corporate name and a "doing business as" (DBA) should file for trademark protection on the customer-facing name under which you conduct business.

Legal cost estimates:

1. Comprehensive Search & Filing: ~$7,500

2. Knockout Search & Filing: ~$5,000

3. Filing Only: $2,500

Trademark registration

Work with the Legal Team to file for U.S. trademark protection as soon as practical after company launch. OCV will assist with this process. Work with the Legal Team to file for EU and UK protection through the Madrid Protocol within 6 months of U.S. application date. Consider other countries if applicable.

1. Entity Formation: Preliminary knock-out search (Note: depending on launch date expectations, OCV team may skip an official knockout search with Legal counsel)

2. Company Launch: On day 1, gile for U.S. Trademark Protection with USPTO through the legal team. The review process may take 6-9 months in total (3-6 months after confirmation of receipt from the USPTO, which can take months after application date).

3. Six months after U.S. application date: File for non-U.S. Trademark Protection

Registering for trademark in EU

1. Madrid Protocol: covers up to 128 countries (including EU) under a single application and one set of fees. Turnaround time tends to be quicker than separate national registrations, but approval is dependent on the underlying U.S. filing for the first 5 years. For instance, if the U.S. application were to come under attack by a 3rd party or abandoned, foreign filings could be impacted.

2. Legal cost estimate for EU & UK registrations: ~$5,500

3. Separate (EU and UK) applications prepared by local counsel. Individual applications tend to take longer, but registrations are independent of U.S. filing status.

4. Legal cost estimate for EU & UK registrations: ~$10,000 assuming no major obstacles

Depending on the nature and customer base of the business, companies may also consider expanding trademark protection to other regions / countries. Additional countries will incur higher legal fees than estimates above.

Trademark registration challenges

Trademark laws can be complex. What might seem superficially like distinct business names may not meet the standards for trademark registration under the USPTO’s standards. When the USPTO provisionally refuses registration of a mark (for reasons like potential confusion with another registered mark or sound a-likes, being too descriptive about what the company does, or being too broadly generic), legal resolutions may include:

1. Submitting legal arguments against the decision. Legal costs could be around $5,000 to $7,000, depending on the case. Attorneys should be able to provide an estimated probability of success.

2. Abandon the current application and either re-file for a revised set of goods and services (trademark category), or in a design format which may improve the prospects for registration.

When faced with registration challenges, we recommend a quick consult with the legal team to access the probability of success regarding legal options above.In a lot of situations, the most pragmatic solution may be to abandon the current application while continuing to use the company mark and adding “TM” to assert your claims to the name. Afterwards, it may be reasonable to revisit a new application for trademark protection again following a Series Seed or A financing and once a CEO / Head of Marketing is onboard.

Public benefit company reporting requirements

At least every two years, Delaware Public Benefit Companies must provide its stockholders with a report on the company’s promotion of the public benefit specified in its corporate charter.

The public benefit report should include information on:

1. Objectives established towards the promotion of the public benefit

2. Standards adopted to measure progress in those objectives

3. Information measured in alignment with those standards

4. Assessment of the company’s success in meeting objectives