Recently, FinCEN has put forward new disclosure requirements that particularly impact new small businesses in the U.S. These requirements are part of a broader effort to increase transparency in business ownership and financial activities, aiming to curb money laundering and the financing of terrorism. Let’s break down what these requirements entail, their significance for new small businesses, and the potential penalties for non-compliance.

New Disclosure Requirements Overview

The crux of these new requirements lies in the need for small businesses to report beneficial ownership information. Specifically, this applies to companies with 20 or fewer full-time employees and revenues or assets not exceeding $5 million. Under these rules, such businesses are mandated to provide details about the individuals who own or control the company (beneficial owners). This information must be filed with FinCEN at the time of company formation and updated as changes occur.

A beneficial owner is typically someone who owns 25% or more of the company’s equity interests or exercises substantial control over the company. The information required includes name, address, date of birth, and an identification number (such as a driver’s license or passport number).

Why It Matters

The move towards greater transparency aims to peel back the layers of anonymity that have made it easier for individuals to use businesses for illicit purposes, including money laundering and terrorism financing. By having a clear record of who ultimately owns and controls businesses, law enforcement and regulatory agencies can more effectively track the flow of funds and investigate suspicious activities.

For new small businesses, this means there’s an additional layer of regulatory compliance to navigate. It’s not just about registering your business anymore; it’s also about providing and maintaining up-to-date information on who’s behind it. This could affect everything from the initial setup process to how changes in ownership or control structures are managed down the line.

Potential Penalties for Non-Compliance

Non-compliance with these requirements can carry significant penalties. FinCEN has outlined that businesses failing to provide accurate information or update their beneficial ownership records as necessary could face both civil and criminal penalties. Civil penalties may include fines, while criminal penalties could lead to imprisonment for individuals responsible for the non-compliance.

The specifics of these penalties highlight the seriousness with which the U.S. government is approaching the issue of financial transparency and the fight against money laundering and terrorism financing. It underscores the importance for new small businesses to ensure they understand and comply with these requirements.

What New Small Businesses Need to Do

For new small businesses, compliance means taking several key steps:

  1. Understand the Requirements: First, it’s crucial to grasp what the disclosure requirements are and how they apply to your business. This might involve consulting with legal counsel or compliance experts.
  2. Collect and Report Information: Collect beneficial ownership information as part of your business formation process and report this information to FinCEN.
  3. Maintain Records: Keep records of the beneficial ownership information and ensure they are updated any time there is a significant change in ownership or control.
  4. Stay Informed: Regulations can evolve, so it’s vital to stay informed about any changes to the disclosure requirements or related compliance obligations.


The new FinCEN disclosure requirements represent a significant shift in the regulatory landscape for new small businesses in the U.S. They’re part of a global trend towards greater transparency in business ownership, aimed at combating financial crimes. While these requirements introduce additional compliance burdens for small businesses, they also play a crucial role in safeguarding the integrity of the financial system and national security. Understanding these requirements and ensuring compliance is not just about avoiding penalties; it’s about contributing to the broader fight against illicit financial activities. For new small businesses, navigating these requirements with diligence and foresight will be key to their successful establishment and operation in a transparent and compliant manner.


We can help you navigate these new federal requirements and ensure your business complies with them. We encourage you to each out to us for a consultation now before these new regulations complicate your ongoing business operations.