As of January 1 2024, the Financial Crimes Enforcement Network (FinCEN) requires small businesses to submit information about their Beneficial Owners (BOI). The definition of Beneficial Owner includes:
- 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.
- CEOs and CTOs regardless of ownership percentage, as it covers any "control person" involved in the day-to-day operations of the company.
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.
- Company information: company’s full legal name, its current address (which must be a US street address, not a PO box), jurisdiction of formation (Delaware), and tax identification number (usually an EIN)
- Beneficial Owner + Company Applicant information: full legal name, date of birth, residential address, and the unique identifying number and image of a US passport, state driver’s license, or other eligible identification document
All OCV companies are subject to this requirement. OCV will complete the initial BOI submission to FinCEN during the incorporation process. 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
- BOI submission deadline: 1 month (28 days) after date of first incorporation
- Company Information, Beneficial Owner, and Company Applicant information all required
- Existing companies
- BOI submission deadline: December 31, 2024
- Only Company Information and Beneficial Owner information required (Company Applicants are not required)
As part of the reporting process, individuals can register for a FinCEN ID by submitting their documents to FinCEN directly. 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.
Registering for a FinCEN ID
Individuals can register for a FinCEN ID here.
- The process should take less than 5 minutes.
- Note: Please use your personal email address (not your work email) - you will use the same FinCEN ID for any other companies you may be a Beneficial Owner for.
Changes to 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.
A note on 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.
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