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Exempt Reporting Companies

Certain entities are exempt from reporting beneficial ownership information to FinCEN. Here’s a summary of the main types of exempt companies:

Exempt Entities

Entities that do not need to report beneficial ownership include:

  • Large Operating Companies: An entity may qualify as large operating if it meets ALL of the following 3 criteria:

    1. Have over $5 million in gross receipts or sales.

    2. Employ more than 20 full-time employees.

    3. Have an operating presence at a physical office within the U.S​

  • Publicly Traded Companies: Entities that are listed on a stock exchange and meet specific regulatory requirements.

  • Financial Institutions: Includes banks, credit unions, and insurance companies.

  • Nonprofits: Certain tax-exempt organizations, like charities.

  • Government Entities: Includes federal, state, and tribal governmental bodies.

  • Inactive Entity: An entity may qualify as inactive if it meets ALL of the following six criteria:

    1. The entity has been in existence since or before January 1, 2020.

    2. The entity is not engaged in any active business operations.

    3. The entity is not owned, directly or indirectly, in whole or in part, by a foreign person. A "foreign person" is anyone who is not a "United States person," as defined in section 7701(a)(30) of the Internal Revenue Code of 1986 (which includes U.S. citizens, residents, domestic partnerships, corporations, and certain estates and trusts).

    4. The entity has had no change in ownership in the past twelve months.

    5. The entity has not sent or received funds exceeding $1,000, either directly or through any financial account associated with the entity or its affiliates, in the past twelve months.

    6. The entity does not hold any assets of any kind, either in the United States or abroad, including ownership interests in any corporation, LLC, or similar entity.

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