By Frank Orlando; June 22, 2017
Just formed your business? Need to open up a bank account? When starting a new business one of the main requirements to operate will be to have and maintain a bank account and while it may seem a simple task, it can often be a trying experience. We have been, on an increasing basis, receiving calls from clients that are having issues with the documentation and information required by their bank. With this article, we hope to provide you with some basic information to make the process easier and, in the end, save you time. With that said, please note that all banks are different and may have varied rules and requirements. We suggest that you contact your bank prior to visiting to make sure that you are prepared to satisfy their business banking internal and “law-mandated” (USA Patriot Act of 2001) requirements, most notable being the “know-your-customer” (KYC) requirement, which we will discuss first. We will then review various business type documentation requirements and touch on opening accounts for customers and companies that do not have a physical presence within the United States.
Banking “know-your-customer” (KYC) requirements are implemented to prevent banks, intentionally or unintentionally, from being used for criminal activities; such as money laundering. KYC requirements are easy to comply with and include, but are not limited to, providing banks with the following documentation and information for the business and all business owners, operators, and signers on the account:
You should note that documentation and information of this nature are retained in banking records and are available for inspection by banking regulators.
In addition to the KYC requirements the bank will require specific documentation based on the type of business entity that you operate. This is where a lot of the account opening issues occur. Business owners are not sure what documentation is required and become confused as to where they obtain it (Accumera suggests that you keep all such documentation in your company kit). Further banking officers can confuse the situation if they do not understand that different states and entity types may have different names for the same type of documents. (For example, they request a copy of your Articles of Organization (these are the formation documents specifically for an LLC; however, you are registered as a Corporation and have a Certificate of Incorporation.) Remember that most banking officers are reading from a list of documentation needed which does not account for these variations. Following, please find the various types of business registrations and the associated documentation that your bank may request for each.
Sole Proprietor (If conducting business in this manner you will only need the following documentation if conducting business under a name other than your personal name)
General Partnership (If you do not have one of the documents listed below, simply provide a written statement signed by all partners indicating no written Partnership Agreement exists.)
Limited Liability Partnership
Corporation (Inc, Corp, Ltd)
Limited Liability Company (LLC)
The above documentation is normally provided by your business formation provider, such as Accumera, or attorney. It can arrive to you blank, and require you to complete to make it valid, or it may already have been completed for you and just require your signature. If you are still unsure how to obtain these documents you should be able to contact your provider for additional assistance.
If the principal office of your business and its owners, operators, and signers on the account are not located within the United States the KYC banking requirements become increasingly difficult to comply with. This has always been an issue with international companies looking to extend their reach into the US market. First, banks require that all account signers are present in the US to sign the associated signature card. Second, the bank requires that the company have a physical presence within the US with a principal office that can be visited to verify identity and to use as a mailing address. Due to associated costs to comply with these restrictions smaller startups may not be able to open a US bank account. However, all is not lost in this respect. Companies like Accumera can provide Virtual Office Services which include, a physical office presence, mail forwarding and phone and fax numbers.
We hope that the above information will make it easier when opening your new business banking account. Please contact us with any questions. Thank you!
Have you started your own business, or are you considering it?
Something that is often overlooked in the exciting and sometimes daunting process of starting your business is that there may be licenses and permits that are required for you to conduct business on a Federal, State and local (city, county, or town) level. The importance of knowing what business license requirements are associated with your venture can be significant.
Certain types of businesses, such as restaurants, construction companies, online businesses or even home-based businesses may have requirements which are very important to understand; but, you may be unfamiliar with in reference to your particular business and location. Requirements can range from a basic business license to operate within a city or county, to a specific permit to sell alcohol or lottery tickets for example.
In the United States, there are over 75,000 Federal, State and local jurisdictions or licensing authorities, each of which, have their own requirements. There are literally thousands of different types of licenses. Knowing how to contact these different jurisdictions and licensing authorities, knowing what their requirements are or what license types one needs can be far from simple, nor is it necessarily easy to obtain information beyond a basic level. In depth research can require extensive time, whether searching online, in-person or over the phone, with multiple government entities.
Worse yet, Governing bodies frequently change their license requirements and forms. Licensing authorities may have different timing and recurrence of filing requirements for different licenses. Frankly, understanding the requirements of one business license filing may not apply to other required filings.
Certain business activities have special requirements for business licenses and some seemingly common business events may also cause new unforeseen licensing requirements. Such as, in some states, changing a business name or office location can require an entirely new license.
It is important to note that failure to obtain and maintain all required business licenses or permits could end up being costly. Typically, businesses that fail to do either have to pay fines or penalties. However, authorities could shut down all business activities until all violations have been cleared possibly costing the company both goodwill and financially, or it could threaten the success of the company’s strategic plans if it were to cause delays in acquisitions/mergers, new product and service launches, or even the opening of new locations.
Accumera provides customized business license research, based on all activities performed within each state, to help you determine all State, County and Municipal licenses required for your business.
Your customized License Research Package results will answer the following questions:
- What licenses are required at the state level?
- What licenses are required at the county level?
- What licenses/registrations are required at the municipal level?
- What are the processes and the costs to obtain any required licenses?
Searches can be completed within 3 business days and include all necessary application forms, state fees, and filing instructions.
When the search is completed you will receive a comprehensive License Research Package in electronic form, with all necessary application forms, state fees, and filing instructions.
After reviewing the Package, you may determine to proceed with the required applications directly with the associated departments or jurisdictions, or you can request Accumera’s additional services of assisting with preparation and filing of the specific applications.
In December 2016, final regulations were passed by the IRS requiring foreign-owned US Disregarded Entities, ex. LLC’s, to file an information return, Form 5472, with the IRS. Prior to this change only US entities or foreign corporations, who are engaged in US trade or business and taxed as a corporation, were required to file the form. The new regulations treat a Disregarded Entity as a Domestic Corporation for these reporting purposes. Thus, any Disregarded Entity with 25%, or more, foreign ownership must comply with the new regulations.
The changes are intended to provide the IRS with improved access to information that it needs to satisfy its obligations under US tax treaties, tax information exchange agreements and similar international agreements, as well as to strengthen the enforcement of US tax laws.
It is important to note that, Form 5472 is an information return for tax purposes; the new regulations do not create a new tax obligation; and that single member LLC’s remain disregarded for income tax purposes. An LLC that existed before the new requirement may not have to file Form 5472 if it does not have any reportable transactions, but once such a transaction takes place, Form 5472 will need to be filed. A “reportable transaction” is any exchange of money or property with the foreign shareholder such as a payment for sales, rents, royalties, or interest but excludes the payment of dividends. Note: The creation of a single-member LLC whose sole member is not a US person is itself a reportable transaction, and creates the requirement to file Form 5472 in the first year of existence.
What is required to comply with the new regulations? Starting January 1st 2017 disregarded entities must:
– Obtain an EIN (Employer Identification Number) by filing a Form SS-4 with responsible party information, including the responsible party’s social security number (SSN), individual taxpayer identification number (ITIN) or EIN.
– Maintain related records, for reportable transactions with the entities’ foreign owners or other foreign-related parties
Are there any penalties for non-compliance?
Yes! A penalty of $10,000 will be assessed on any reporting corporation that fails to file Form 5472 when it is due and in the manner prescribed. The penalty also applies for failure to maintain records as required by Regulations section 1.6038A-3.
You may view the regulations yourself and any additional details from the federal register published in December of 2016; we have included the link for your convenience. https://www.gpo.gov/fdsys/pkg/FR-2016-12-13/pdf/2016-29641.pdf
Foreign-owned Disregarded Entities (LLC’s) may wish to terminate their US LLC. Dissolving or withdrawing the entity from the US may not relieve you from the filing requirement as they were active during the reporting year. If a foreign-owned entity intends to continue engaging in US trade or business they should prepare for the reporting requirements.
Please contact us for guidance on this matter or consult with your tax advisor for advice specific to your company.
Further to the previous updates regarding House Bill (HB) 267. The ACT, relating to corporations and limited liability companies; altering licensing fees for corporations and limited liability companies and providing for an effective date, was originally introduced on January 31, 2017 to the Wyoming Legislature.
HB 267, when proposed to the Committee, asked for a 200% increase in annual fees. Later this was amended and lowered to a $25 increase in those same fees.
In the end HB 267 died in committee as a returned bill pursuant to SR-5-4, on February 28, 2017.
According to the United States Department of Treasury:
‘The new annual due date for filing Reports of Foreign Bank and Financial Accounts (FBAR) for foreign financial accounts is April 15. This date change was mandated by the Surface Transportation and Veterans Health Care Choice Improvement Act of 2015, Public Law 114-41 (the Act). Specifically, section 2006(b)(11) of the Act changes the FBAR due date to April 15 to coincide with the Federal income tax filing season. The Act also mandates a maximum six-month extension of the filing deadline. To implement the statute with minimal burden to the public and FinCEN, FinCEN will grant filers failing to meet the FBAR annual due date of April 15 an automatic extension to October 15 each year. Accordingly, specific requests for this extension are not required. (Please note: The due date for FBAR filings for foreign financial accounts maintained during calendar year 2016 is April 18, 2017, consistent with the Federal income tax due date.)’
Who may need to file:
If you have a financial interest in or signature authority, located outside of the United States exceeding certain thresholds, over a foreign financial account,
– including a bank account
– brokerage account
– mutual fund
– or other type of foreign financial account
the Bank Secrecy Act may require you to report the account yearly to the Department of Treasury.
If you haven’t taken care of or you don’t know how to submit your FBAR, please contact Accumera, via email, at email@example.com or, via phone, 518-937-9117 and we would be happy to assist you or answer any questions you might have.