Big news! Startups formed in the US no longer need to file BOI reports. That includes all startups incorporated through Clerky, even if some or all of the founders are outside of the US.
What's a BOI report? The Corporate Transparency Act requires certain businesses to submit reports to FinCEN, a government bureau that helps detect financial crimes. These BOI (Beneficial Ownership Information) reports contain information about the business and its beneficial owners. While BOI reports used to be required for many businesses formed in the US, US startups are now exempt.
What happened? FinCEN recently issued an interim final rule exempting all companies formed in the US from the BOI report requirement. As Delaware corporations, all startups incorporated through Clerky are covered by this exemption.
Who still needs to file? The BOI report requirement now only applies to "foreign entities", meaning companies formed under non-US laws. If your startup is a foreign entity, you can learn more about your deadline and how to file on the FinCEN website.
Could things change again? It's possible. FinCEN's interim final rule hasn't been finalized yet and this exemption could be modified or removed in the future.
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We're thrilled to announce a new partnership with Rho to make it as easy as possible for startups to get up and running.
Startups can now start a Rho application pre-filled with information from the legal paperwork they've done on Clerky. It just takes one click. Then once the Rho account is open, we'll store the wire instructions for pre-filling into seed financing paperwork.
Not only that, but Rho is offering qualifying Clerky startups a $1,600 cash bonus!1 That’s enough to cover incorporation on Clerky and much more. All you have to do is open an account with Rho through Clerky, then deposit $20k within 90 days.
Here's what startups can get with Rho:
- $0 monthly subscription fees
- $0 fee, same-day ACH and wires with Rho checking
- Up to 4.3% yield2 when you invest with Rho Treasury (see website for latest rates)
- Up to 2% cashback3 on corporate cards, plus unlimited virtual cards for your team
- Automated bill pay and spend approvals
- 24/7 email, chat, and phone support + dedicated customer representatives
Want to bank with Rho and get your bonus? Just go to Banking for your team and select Rho to apply.
Thousands of startups like Perplexity, Cal.com, and Public.com use Rho, so we're excited to be making it easier for Clerky startups to get started with Rho. Clerky has long had the largest ecosystem of top banking platforms for startups — with the addition of Rho today, that ecosystem is now even better.
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What's new:
- You can now get a total sign-up bonus of $1500 when you incorporate on Clerky and start using Mercury (minimum deposit and spend requirements apply)
- We've revamped banking on Clerky and made it easy to open multiple accounts
- Signature escrows are now easier to understand
- Pulley is increasing their discount for Clerky startups to 50% off (up from 15%) through February 28
Even more new perks for your startup:
- Retool — $25,000 in free credits for 1 year, plus 25% off paid plans the following year
- Supabase — $300 of free Supabase credits over 12 months
- Zeni — 20% off the annual price for 1 year, and 10% off after that
- Pilot — free DE franchise tax filing, plus you can now choose between 20% off Pilot Core for 6 months or 1 free year of cash-basis bookkeeping
- Avalara — 20% off your first year
Plus, our first ever personal perk for startup founders. Founders of Clerky startups are now eligible to skip the waitlist and get 6 free months of Mercury Personal, Mercury's new personal banking* product! We already have a vast selection of perks for your startup at Clerky, but this is our first ever perk for your personal life ✨
Filing a FinCEN BOI report is no longer required (for now) — though your startup may still want to file one anyway.
Here's what you need to know:
FinCEN BOI reports are not currently required, as of December 26, 2024. A court ruling suspended the BOI report requirement on December 3, 2024. A subsequent court ruling removed that suspension on December 23, but another court ruling reinstated the suspension on December 26.
Here's what FinCEN says:
"In light of a recent federal court order, reporting companies are not currently required to file beneficial ownership information with FinCEN and are not subject to liability if they fail to do while the order remains in force. However, reporting companies may continue to voluntarily submit beneficial ownership information reports.
More information is available on FinCEN's website at https://www.fincen.gov/boi"
Your startup could suddenly be required again to file a BOI report with little notice. There are several active lawsuits challenging FinCEN's BOI reporting requirement. As we saw on December 23, developments in these lawsuits could lead to BOI reports suddenly being required again.
Some startups are filing BOI reports even though they're not required. A reason to do this is to avoid the chance of a late filing, which can occur if the BOI report requirement is reinstated and you either don't notice it or don't have enough time to meet the deadline. It can also make sense to voluntarily file a BOI report if you determine the benefit of not having to pay attention to the situation outweighs the cost of potentially disclosing BOI information to FinCEN for no reason.
If you decide not to file a BOI report for now, be prepared to file at a moment's notice. Many startup attorneys are recommending being prepared to file the BOI report at a moment's notice if you choose not to file one for now. When the December 23 court ruling led to the BOI reporting requirement being reinstated, FinCEN extended deadlines for many businesses, but not all. A small number of businesses were required to file an initial BOI report by the next day, on December 24.
Want to proceed with voluntarily filing a BOI report? If you decide to file a BOI report even though they're not required, you can file directly with FinCEN. While Clerky has a tool for filing BOI reports, FinCEN has temporarily suspended API submissions for everyone, including Clerky.
Here are the latest deadlines FinCEN published prior to the BOI report requirement being suspended again:
- For startups incorporated before January 1, 2024
- Deadline: January 13, 2025
- For startups incorporated January 1 through September 3, 2024
- Deadline: 90 days after incorporation
- For startups incorporated September 4 through September 24, 2024
- Deadline: January 13, 2025
- For startups incorporated September 25 through December 2, 2024
- Deadline: 90 days after incorporation
- For startups incorporated December 3 through December 23, 2024
- Deadline: 111 days after incorporation
- For startups incorporated December 24 through December 31, 2024
- Deadline: 90 days after incorporation
- For startups incorporated January 1, 2025 or later
- Deadline: 30 days after incorporation
If the BOI report requirement is reinstated, FinCEN may extend some or all of these deadlines, though there's no guarantee that they will.
Never heard of BOI reports before? Check out this help center article to learn more about them.
The above reflects our understanding of the situation as of December 26, 2024. We'll continue to monitor ongoing lawsuits regarding the FinCEN BOI report requirement closely.
If you're incorporating a new startup soon, you might be able to save around $400. How? By avoiding the 2024 Delaware franchise tax.
Delaware franchise taxes aren't pro-rated, which means that a Delaware corporation incorporating on December 31, 2024 will have to pay the same franchise tax for 2024 as one that incorporated on January 1, 2024. If you have investors ready to wire funds, this probably isn’t a big deal. But if you're not in a rush, it could be a waste of money.
To avoid this, we can help you take advantage of a little-known feature of Delaware law that allows you to specify the effective date of an incorporation. If you specify January 1, 2025, your corporation won't exist until then, which means it won't need to pay the 2024 franchise tax. This feature is available to all our customers at no extra charge.
Of course, you won't be able to do other legal paperwork or open bank accounts until the incorporation is effective. So why not just wait until January 1 to submit your incorporation paperwork? Two reasons:
You want to make sure no one else takes your startup's name.
It can feel like a minor miracle to find a name you like that isn't already taken. By filing your incorporation paperwork, you can secure the name you want when the filing is accepted, even if the incorporation won’t be effective until later. You could reserve the name instead, but that adds unnecessary expense and complexity to the process.
You want to hit the ground running in 2025.
Maybe you’ve decided to wait until after the end-of-year holidays to focus on your new startup. Filing your incorporation paperwork before you ring in the new year can help save you some time in 2025.
In addition, the start of a new year can be busy for the Delaware Division of Corporations, which can lead to delays in processing new incorporations. Filing ahead of time can help you beat the crowds and avoid those delays.
We've made January 1 effective date incorporations available to startup founders for many years, and are excited to bring them back again. From now until the end of the year, you'll be able to have your incorporation take effect on January 1, 2025 when you incorporate a new startup on Clerky.
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Of course, if you prefer, you can still choose to have it take effect immediately when the Delaware Division of Corporation files it.
To get started, sign up for Clerky now. Questions? Feel free to reach out!
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New VIP developer perks from Anthropic:
- $500 in API credits for Claude (now supporting tool use!)
- Priority support
- Increased rate limits
What's new:
- You can now file your BOI report through Clerky
- We've arranged for special perks worth up to $3,000 that help non-US founders take advantage of the International Entrepreneur Rule
- Clerky handbooks are now available as free ebooks on Apple Books and Google Play, as well as in EPUB and PDF format for download online
Even more new perks: