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FinCEN Beneficial Ownership Reporting Requirements “Small Entity Compliance Guide” Just Released — Here’s What You Need to Know

Since the Corporate Transparency Act was signed into law in 2021, we’ve reported on how FinCEN, or the Financial Crimes Enforcement Network, has been building out expected reporting requirements. Final guidelines were published in September of 2022, and this month, the network has released its “Small Entity Compliance Guide,” designed to “help small entities comply with the requirements of the Beneficial Ownership Information Reporting Rule.”

The full guide is available here. Below are answers to some of the most frequently asked questions related to the reporting rules. 

Is anything in the “Small Entity Compliance Guide” different from the final guidelines published last year? 

Materially, no. The final guidelines published in September of 2022 are reflected in the “Small Entity Compliance Guide” that FinCEN recently released. From our perspective, the guide is designed for easier consumption compared to the final guidelines.

What is a beneficial owner? 

Beneficial Owners are individuals who either 1) exercise substantial control over a Reporting Company or 2) own or control at least 25 percent of the ownership interest of a Reporting Company. It is notable that “substantial control” is defined broadly while the definition of “ownership” offers some exclusions (such as for minors and intermediaries).

What types of companies must report? 

The final rule expresses that domestic reporting companies and foreign reporting companies must file beneficial ownership information, or BOI, reports. A domestic reporting company is a corporation, LLC, or other entity created by filing documents with a secretary of state. A foreign reporting company is an entity created under the laws of another country but registered to do business in the United States as a result of documents filed with a secretary of state or comparable office.

fincen reporting required

What information must reporting companies submit?

At a high level, reporting companies must submit information about the entity, information about the beneficial owner and information about the person(s) forming the entity, of which there may be up to two: the individual directing that the entity should be formed and the individual physically performing the filing.


fincen reporting info

Are any company types exempt from the reporting requirements?

Yes. There are 23 specific types of entities that are exempt from the reporting requirements:

  1. Securities reporting issuers
  2. Governmental authorities
  3. Banks
  4. Credit unions
  5. Depository institution holding companies
  6. Money services businesses
  7. Brokers or dealers in securities
  8. Securities exchange or clearing agencies
  9. Other Exchange Act registered entities
  10. Investment company or investment advisers
  11. Venture capital fund advisers
  12. Insurance companies
  13. State-licensed insurance producers
  14. Commodity Exchange Act registered entities
  15. Accounting firms
  16. Public utilities
  17. Financial market utilities
  18. Pooled investment vehicles
  19. Tax-exempt entities
  20. Entity assisting a tax-exempt entities
  21. Large operating companies
  22. Subsidiaries of certain exempt entities
  23. Inactive entities

When should a reporting entity file? 

According to the Small Entity Compliance Guide, “If a company already exists as of January 1, 2024, it must file its initial BOI report by January 1, 2025. If a company is created or registered to do business in the United States after January 1, 2024, then it must file its initial BOI report within 30 days after receiving actual or public notice that its creation or registration is effective. However, there is pending legislation to allow entities 90 days to file their BOI report.


fincen deadlines 1

Are there any ongoing requirements?

Yes, but only in the case of a change in Beneficial Owner information. There is no annual filing requirement, so it is important that the Reporting Company remembers to update its BOI Filing should any of the information change.

Are there penalties for failure to report?

Indeed, there are. The Small Entity Compliance Guide state that “the willful failure to report complete or updated beneficial ownership information to FinCEN, or the willful provision of or attempt to provide false or fraudulent beneficial ownership information may result in a civil or criminal penalties, including civil penalties of up to $500 for each day that the violation continues, or criminal penalties including imprisonment for up to two years and/or a fine of up to $10,000. Senior officers of an entity that fails to file a required BOI report may be held accountable for that failure.”

Can Incserv help with beneficial ownership filings? 

Absolutely! Contact us at or call 800-346-4646.


All images sourced from the Small Entity Compliance Guide, FinCEN

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Team Member Spotlight: Rosa Allen

At Incserv, our people are what make the difference – and we’re excited to introduce the folks that make this place special. Each quarter, we profile an Incserv team member, sharing a little bit about what they do, how they got here and what matters to them outside the world of incorporating services. In this installment, we sit down with compliance division associate, Rosa Allen. Enjoy!


rosa allen


Thanks for taking the time to chat, Rosa. Let’s jump right in! Tell us a little about your role at Incserv and what you do? 

I work in our compliance division. I communicate with our clients and file annual reports, working closely with the Delaware Secretary of State and Division of Corporations. We interact with a lot of people day in and day out. No day is the same and I love that.

And how did you get into compliance? 

It wasn’t exactly a straight line! I was previously in the culinary arts field. I prefer ‘art’ versus food services because at my core I’m an artist. More on that later! Before Incserv, I worked for Aramark for over 11 years. I worked my way up from a prep cook to an Assistant Food Services Director. I was even inducted into the company’s ‘Ring of Stars.’

My experience at Aramark presented me with a challenge to understand the business aspect behind culinary arts. The office work – things like budget planning, meeting prep, paperwork – helped set a foundation for a love of problem solving and organization. Those skills are a necessity within our compliance department.

That’s an unexpected career switch! How did you find Incserv? 

I saw a listing on Indeed. I had really amazing first interviews with both Stacey and Rose. The rest is history. 

How long have you been working for Incserv? 

It’s been almost a year and a half now! Which is crazy to think about. I just love my job, and the team I work with.

What do you like most about it? 

Every day and even every season is a little different. January through June is extremely high-paced. Everything is coming at you, in a good way! I’m a very detail-oriented person and I love to use my time management skills and really focus on gathering and collecting information. I come from working in a high stress job so this is sort of second nature for me. Just in a new setting, of course. I love having the opportunity to talk with people all over the country. CEOs. CFOs. Large companies. Small companies. It’s exciting. You feel like an extension of their company and I love partnering with them. I also love that I can incorporate my creativity – especially when it comes to solving unique challenges.

That’s right. You mentioned being an artist at your core. What’s that about?

I love art! I write, draw, and even face paint. Being an artist is something I incorporated as a side gig with my company, A Koolinary Experience. Our culinary art spreads were even featured in Mingle Magazine in 2019 which was very exciting! I also love to spend time with my family. We enjoy movie nights; even partaking in the Alice in Wonderland Adventures and dressing up in costume.

Love it. Rosa, it was a pleasure getting to know you and what you do for Incserv. Keep up the great work!

Thank you!

Rose Redman No Comments

A True Partnership: Working With Incserv

Oftentimes when we inherit a client, they ask what working with Incserv is like. They want to understand the level of engagement, communication protocols, responsiveness, proactiveness and more. 

Here’s our answer.

We are a partner to the paralegal and legal community throughout the entire lifecycle of the relationship.

At the start, we immerse ourselves in the client relationship, conducting thorough research, building accurate documentation, and verifying good standing in all requisite jurisdictions. We ensure that we are working with the proper parties and establish communication protocols, timelines and fee estimates/schedules, if applicable.


independent-manager independent manager


Throughout the relationship, we’re focused on ensuring compliance, keeping entities in good standing and helping with local licensing requirements. Our Annual Report Filing Services (ARFS) ensures annual filing and tax payment deadlines are met and jurisdictional compliance is maintained. We also help clients get familiar with Snapshot, our 24/7 online portal. With Snapshot, clients can manage their account from anywhere, anytime, file annual reports, make franchise tax payments and pay invoices. Incserv customer service representatives, or CSRs, really take the lead here, anticipating client needs, providing speedy, accurate responses and ensuring data accuracy. At this point, the relationship truly begins to take on a collaborative nature. We work to develop creative solutions to unique client needs, tapping the collective Incserv brain to solve complex challenges. 

On the housekeeping side of things, we provide clients with tailored billing solutions, common renewal dates, consolidated annual invoices, direct-to-client billing and more. We pride ourselves on not saying no and instead researching any requests our clients may have.

Should a relationship come to a close, we always work with the law firm partner to make sure our clients understand what filings are required in the jurisdictions in which they need to dissolve or withdraw and we work with clients until those fillings are complete. We also provide flexibility around resignations. 

Ultimately, it’s about being a partner. We understand that a big part of our job is making the lives of the paralegal and legal community easier. That’s been our approach since Day One… way back in 1972

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Delaware Division of Corporations Updates: June 2023

Delaware shutterstock 102603476


This month, the Delaware Division of Corporations announced a number of updates relevant to corporate, compliance and registered agent services. Highlights include: 


  • No more 24-hour swap. As of Monday, June 12, the state has stopped and will no longer honor the “24-hour swap,” a policy that allowed for filed documents to be edited or changed within 24 hours of submission. Instead, a formal Certificate of Correction will be required. This applies to all entity types and all expedite levels.


  • Fees are increasing for new formations. The Delaware House and Senate have passed SB110 which increases the courthouse municipality fee portion of the filing fees assessed on all LLC and corporate filings from $20 to $40. The bill is expected to be signed by the Governor. August 1, 2023, is the expected effective date. The fees for LP filings are not affected.


  • Usage of registered agent address for annual reports. Corporations are not permitted to use the address of their Registered Agent when filing annual reports. In the coming months, the state will suspend all annual reports that appear to be using the agent as the primary place of business, and alert the agent. The state will give suspended entities 45 days to file a correction or appeal the suspension. After 45 days, entities will cease good standing. Responsible agents will alert their customers if their entity is suspended. Please reach out to us if you are concerned about this issue.


  • Corporate Transparency Act updates. While FinCEN is planning to roll out the beneficial owner requirements of the Corporate Transparency Act on January 1, 2024, there are still some major hurdles to overcome. Many terms are still not clearly defined, the database is still not built, and filing instructions and other educational materials have not been developed. This is a space we’re monitoring closely. Don’t hesitate to reach out with any questions.


For updates delivered to your inbox, subscribe to Incserv E-Alerts.


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Corporate Filing Cut Off Times Reference Guide

At Incserv, we know time is of the essence — especially when it comes to corporate filings. That’s why we put together a handy Cut Off Times Reference Guide that covers the 10 jurisdictions where we see the highest filing volume. But remember! We provide business services in all 50 states, Washington, D.C. and even international jurisdictions.

Grab your copy below!


cutoff times guide

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Team Member Spotlight: Aryn Taylor

At Incserv, our people are what make the difference – and we’re excited to introduce the folks that make this place special. Each quarter, we’ll profile an Incserv team member, sharing a little bit about what they do, how they got here and what matters to them outside the world of incorporating services. In this installment, we sit down with registered agent specialist, Aryn Taylor.


Appreciate you taking the time, Aryn. Let’s hear about what you do at Incserv.

Happy to. So I’ve been with Incserv for a little more than two years now. I’m a registered agent (RA) specialist. For the last six months or so, I’ve been focused on our RA services, pulling reports from the state [of Delaware], auditing them against what’s in our system and making sure everything is accurate. It’s a lot of fact finding, but I really like it. It’s a lot of fun. 

Where were you prior to Incserv? 

I was actually in Connecticut. I moved down here in 2021. I was really drawn to the change of pace. Instead of living in what is essentially New York City extended, you get a minute to breathe here. 

Headshot scaled

And workwise, it was pretty much a 180. Before I found Incserv, I was in healthcare for 

both humans and animals. I worked two jobs, one at Quest Diagnostics, the other in a 24-hour emergency animal hospital. But there

was a lot that applies to the work I’m doing now. All three are fast-paced environments and data intense.

And so how’d you find Incserv? 

Sort of by accident, I guess! I saw the role on Indeed, thought it sounded interesting and applied. [Incserv president] Stacey [Melnick] reached out and here we are.

How about outside of the office? 

I’m definitely a homebody, but I have lots of creative interests. Back in Connecticut, my sisters and I would submit works to Stamford Downtown’s “Art in Public Places” initiative. One year it was horses, another it was dinosaurs. Another was pianos. My piano was titled “Sound of Color.” I’m also a published author and am currently working on a fantasy series. 


sound of color


That’s awesome. Does any of that tie back to your work at Incserv? 

You’d think not, but getting creative is a big part of my job and who we are as a company. We’re always working to solve challenges, and more often than not, that requires new ideas. 

Well said, Aryn. Thanks again for taking the time to chat. 


Steven Gibson No Comments

Federal Services Update: Authentications, Legalizations

Our federal services offering ​​supports clients seeking to file, search or retrieve documents with federal agencies, federal courts, embassies and other regulating bodies. 

With the U.S. Department of State, we authenticate documents that have been issued by either the federal government or a Secretary of State from any of the 50 states. These might include passports, agricultural documents, certified copies of documents filed at the Secretary of State level, as well as notarized documents such as power of attorney and certificates of incumbency. 

It’s worth noting that while we handle authentications with the U.S. Department of State swiftly, they are on an operating backlog of approximately 10-12 weeks with no expedited option available. 

At the international level, we work with embassies, delivering documents for consular review to ensure accuracy and proper processing so that a given embassy can legalize them. Key to our efficiency and effectiveness with legalizations is our comprehensive review and submission process. Rather than simply delivering what a client provides, our Washington D.C. office of true subject matter experts conduct thorough document reviews prior to submission in order to minimize risk of rejection. 

embassies dc

Embassy Row in Washington, D.C.

We also keep a keen eye on the latest embassy news as it relates to legalizations to minimize surprises and set realistic timelines with our clients. 

For example, we know that the Chinese embassy is still operating under what they refer to as an “emergency request.” Effectively that means the Chinese embassy requires a request for an emergency appointment. From that appointment, the embassy will provide a date for document pick-up. What isn’t provided is any sort of insight as to whether or not the document legalization has been accepted or rejected. The “emergency request” began at the onset of COVID-19 and has maintained ever since. But what matters is that we are aware of it and know how to navigate. 

Similarly, the Egyptian embassy has issued a small change. Previously, we’ve often been able to affix a notary statement to a document for legalization. Now, the Egyptian embassy – which is one of the more popular jurisdictions for legalization requests – asks that notary statements be in the actual document. 

Embassies are constantly changing rules and requirements — and they’re all different. While these changes seem infinitesimally small, being aware of (and adhering to) them saves our clients time and money. 

With a dedicated, knowledgeable staff in our Washington, D.C. office, we’re ready to support authentications, legalizations and a variety of other federal services needs. To get started, contact or call 800-346-4646.

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Team Member Spotlight: Zvjezdana Sijan

At Incserv, our people are what make the difference. And as we push further into 2023, we’re excited to introduce the folks that make this place special. Each quarter, we’ll profile an Incserv team member, sharing a little bit about what they do, how they got here and what matters to them outside the world of incorporating services. First up, senior client services representative, Zvjezdana Sijan.

Zvjezdana SijanZvjezdana! Thank you for your willingness to be the subject of our first team member spotlight. Let’s dig in. Tell us your Incserv story. 

Someone had to be first. I’m happy to do it. My Incserv story started almost 19 years ago, but I came to the United States in 1991, from Croatia along with my husband of 36 years. First I was in Chicago. Then up to Wisconsin. And by 1998, here in Delaware. While I had worked in the banking industry  in Croatia, I ended up finding an opportunity with CorpAmerica Inc. where I learned about this business from the ground up. It was there that I also met [Incserv vice president,] Rose [Redman and a few other coworkers]. In 2004, I made the move to Incserv. 

Talk to us a little about your role here.

The biggest part of my job is monitoring, assigning and processing all the work that comes in, which means any type of corporate filings, UCC filing, searches or document retrieval. This doesn’t include just Delaware, but all 50 states and international jurisdictions as well. Our clients value accuracy and efficiency. That’s what I focus on every day.

Do you like it?

I do. It’s fast paced. Everyday I learn something new. And I appreciate the flexibility the company provides and how family-oriented we are. If you needed to pick up a sick child from school? No problem. I started as a sort of part-time employee  when my kids were little and in school.

Guessing they’re not so little anymore?

No! My son is 26 and working towards his teaching degree. My daughter is 22 and works for a healthcare IT software company. 

Outside of work, how do you spend your time?

I love the summer, spending time by the pool, on a friend’s boat or at the beach.

Oh? Dewey? Rehoboth? 

Not exactly. I am from Croatia. I grew up spending time in the Adriatic where there are crystal blue waters. My family still has a house there on Pag, one of Croatia’s coastal islands. It’s beautiful. It’s about three hours from Zagreb, the capital. We make an effort to visit every year. 



Pag, Croatia (CreativeCommons)


But we love it here too. We visit Lewes every time we can. We like to bike with our friends, especially riding to Big Oyster for a quick lunch and a few beers.

And we cook. Lots of traditional Croatian dishes. Grilled meats. Pastas, pizzas. 

That sounds delightful. 

It is. 

Well, Zvjezdana, we appreciate your time. Thanks for being interviewee number one. 

Nema na čemu!

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Snapshot™ News and Notes

Here at Incserv, we’re always making updates to our online portal, Snapshot™, to make it easier for our clients to access and manage their entities, file annual reports, make franchise tax payments, pay invoices, and stay up to date on filing deadlines. Here are some news and notes on recent Snapshot™ updates… 

State Status on Registered Agent Invoices

When a client receives their annual registered agent invoice, Snapshot™ now includes the status of their entity or entities with that jurisdiction. We check the status with the jurisdiction a few weeks prior to billing so that it is up-to-date and accurate. We also include the verified status date. This all helps clients know that their entity or entities are active and in good standing or if further action such as an annual report filing or fee payment is required to return to good standing. 

Paying Consolidated Invoices

We recently introduced consolidated invoicing which allows clients to have all of their entities billed on one invoice each year instead of receiving (and having to sort through) multiple invoices. (Side note: If you’d like to get set up with consolidated invoicing, contact us and we’ll help set you up.) 

Since our online invoice payment system was originally designed around paying a single invoice and a consolidated invoice is technically a bunch of regular invoices placed on one invoice, it was a little confusing to show that just a few of the invoices on a consolidated invoice had been paid. (Can I say the word “invoice” one more time?)

Bottom line, it’s now much clearer and easier for clients to pay consolidated invoices, especially those that are partially paid.



View Notes on In-Progress Orders

We recently added a Notes field to in-progress, or pending, orders. These notes can show payment details, order progress or anything a client’s customer service representative might be waiting on (payment, signed form, state response, etc.). 

This helps our clients keep an eye on their order and to see progress. It’s particularly useful for big projects like a client wanting to see all of their entities are all in good standing, a law firm needing to obtain plain copies of filings for a case they’re working on, a client wanting to qualify their Delaware entity to do business in all 50 states, or a client closing companies where they are registered.






Many of these product updates were a result of clients reaching out with Snapshot™ feature requests. If you have a suggestion, question or comment related to Snapshot™, please don’t hesitate to contact us at

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2022 Year-End Updates on the Delaware Division of Corporations

In September, we provided an update on processing times at the Delaware Division of Corporations. Backlogs and delays were significant, due much in part to staff shortages and COVID-19 restrictions. Today, however, we are happy to report that the state is just about all caught up. One-hour, two-hour, same-day and 24-hour filings requests are processing on time and the state is currently working on a three-day option for filings submitted through a registered agent on a regular approval basis. (Compare that to a seven-week turnaround time for documents sent directly to the state on a routine basis.) 

Other News and Notes from the Delaware Division of Corporations

  • For year-end completion, the Delaware Division of Corporations is accepting pre-clearance documents for mergers, conversions, designations, divisions, domestications and restated certificates up until December 16. 
  • Delaware corporate tax notices are slated to go out before the end of December. Contact our compliance team for support and guidance. 
  • Currently, UCC filings submitted on a 24-hour basis are filed within 24 hours and the UCC through-date is approximately 25 days out. 
  • As we near the end of the year, processing times are sure to slow down a bit. This is not abnormal. Holiday closures and the increased volume of mergers, cancellations, dissolutions and other filings that need to be completed within the calendar year will cause a backlog. So if you have a filing with a deadline between now and the end of the year, let’s get it in as soon as possible. 

Here to Help

We understand the end of the year can get crazy. That’s why we’re here to help, Monday through Friday, 8:30 a.m. to 8:00 p.m.