> For the complete documentation index, see [llms.txt](https://handbook.opencoreventures.com/llms.txt). Markdown versions of documentation pages are available by appending `.md` to page URLs; this page is available as [Markdown](https://handbook.opencoreventures.com/company-ops/legal-ops/legal-compliance.md).

# Legal Compliance

## Beneficial ownership information (BOI)&#x20;

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.&#x20;

The [definition of Beneficial Owner](https://arc.net/l/quote/apqtojjx) 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&#x20;

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.

{% hint style="info" %}
Filing information by entity&#x20;

**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**&#x20;

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)
   {% endhint %}

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](https://fincenid.fincen.gov/landing). 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.&#x20;

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](https://boiefiling.fincen.gov/boir/html) 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&#x20;

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 so others can't use a confusingly similar name, logo, or slogan for related products or services. If a company has both a registered legal name and a "doing business as" (DBA) name, any trademark filing should cover the customer-facing name the company actually does business under.

A company doesn't need a registration to start building trademark rights. Using the name in commerce creates some common-law rights, and companies can add "™" next to their name or logo to signal a claim to it. The ® symbol may only be used after the USPTO grants a registration.

## Trademark registration

OCV does not automatically file trademarks for companies after launch; instead, companies can explore filing around the time of their Seed fundraising.&#x20;

**At Entity Formation:** A preliminary knock-out search is performed by an OCV Associate.

**At Seed Round:** Once a company is raising a Seed round, OCV can introduce the founders to trademark counsel if they want to explore filing. The decision to file is at the discretion of each company.

Trademark counsel pricing:

* Full US clearance search + consult time: $1,200
* Preparing, filing, and tracking the US trademark application: $1,800
* Government (USPTO) fees: $350 per class

For a single class, the total is about $3,350. The USPTO currently takes about 4-5 months to issue a first review of an application and about 10 months to reach a final outcome. Applications that receive an office action or are filed on an "intent to use" basis can take longer.

## Registering for trademark in EU

If a company wants protection outside the US, trademark counsel should file within 6 months of the US application date. Filing in that window lets the foreign applications claim the US filing date as their priority date. Other countries can be considered based on where the company's customers are.&#x20;

The EU and UK are now separate - both need to be filed if both markets matter. There are two ways to file:

1. [Madrid Protocol](https://www.wipo.int/madrid/en/) (international application): a single application and one set of fees can cover 130+ countries, including the EU and UK. It is usually faster and cheaper than separate national filings. The trade-off is that for the first 5 years, the international registration depends on the underlying US application or registration. If the US filing is abandoned, narrowed, or successfully challenged by a third-party, the foreign protections can be lost or narrowed too.
2. Direct national applications (EUIPO and UKIPO), prepared by local counsel: these usually take longer and cost more, but the registrations are independent to what happens to the US filing.

Cost estimates for EU and UK filings vary by route and number of classes. OCV can connect you with trademark counsel for a current quote.&#x20;

## Trademark registration challenges

Trademark laws can be complex. Business names that seem clearly different may still not meet the USPTO's standards for registration. The USPTO may issue an office action (a provisional refusal) for reasons such as:

* Likelihood of confusion with an existing mark, including similar-sounding marks
* The mark being too descriptive of what the company does
* The mark being too generic

The applicant typically has 3 months to respond to an office action. That deadline can be extended once, by 3 months, for a fee. Missing the deadline results in the application being abandoned. Options for responding include:

1. Submitting legal arguments against the refusal. Ask counsel for a cost estimate and an estimated probability of success before proceeding.
2. Amending or re-filing. Abandon the current application and re-file with a revised list of goods and services, or file the mark in a design (logo) format, which may improve the chances of registration.

When facing a registration challenge, we recommend a quick consult with trademark counsel to assess the probability of success for each option. In many cases, the most pragmatic path is to let the application lapse while continuing to use the mark with "™". The company can then revisit a new application later, for example after a new fundraise or once a Head of Marketing is in place.

## 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

<br>


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