USA compliance for holding companies

Research summary and findings for: "USA compliance for holding companies" — federal and state-level compliance requirements, practical checklist, and state-specific considerations. Key findings (summary) 1) FinCEN / Beneficial Ownership (BOI): As of the March 2025 interim final rule, FinCEN removed BOI reporting requirements for entities created in the United States (domestic reporting companies) and their beneficial owners; BOI reporting continues to apply to certain foreign entities registered to do business in U.S. jurisdictions with new deadlines. 2) Federal tax classification and filings: Entity tax classification matters — LLCs may be treated as disregarded entities, partnerships, or corporations depending on elections; Form 8832 (Entity Classification Election) is used to change or elect classification.

Corporations file Form 1120; partnerships file Form 1065; S corp election uses Form 2553. Obtain EIN via Form SS-4 (IRS guidance).

Research summary and findings for: "USA compliance for holding companies" — federal and state-level compliance requirements, practical checklist, and state-specific considerations. Key findings (summary) 1) FinCEN / Beneficial Ownership (BOI): As of the March 2025 interim final rule, FinCEN removed BOI reporting requirements for entities created in the United States (domestic reporting companies) and their beneficial owners; BOI reporting continues to apply to certain foreign entities registered to do business in U.S. jurisdictions with new deadlines. 2) Federal tax classification and filings: Entity tax classification matters — LLCs may be treated as disregarded entities, partnerships, or corporations depending on elections; Form 8832 (Entity Classification Election) is used to change or elect classification.

Corporations file Form 1120; partnerships file Form 1065; S corp election uses Form 2553. Obtain EIN via Form SS-4 (IRS guidance).

AML, sanctions and other federal obligations

Holding companies (especially those with cross-border ownership or financial activities) must follow OFAC sanctions screening, Treasury/OFAC guidance, and applicable AML/KYC obligations for financial accounts or regulated activities.

Securities & other federal compliance

If a holding company holds/controls securities or is an investment company, SEC rules may apply (registration, reporting, disclosure duties).

State-level corporate maintenance (common requirements across states)

- Maintain filed formation documents (Articles/Certificate) and a registered agent in the state of formation. - File annual reports or Statements of Information where required and pay franchise tax or state fees. Deadlines, calculations, and fees vary significantly by state and entity type. - Keep corporate records: minutes, bylaws/operating agreements, cap table, intercompany agreements, bank accounts, separate capitalization to preserve limited liability. - If you operate in other states, register as a foreign entity and comply with nexus, apportionment, and sales/use tax rules in those states.

State-specific practical notes (high-level)

- Delaware: Popular for holding companies (business-friendly laws, Court of Chancery, anonymity options for LLC members); franchise taxes and registered agent required; corporations file annual report. - Wyoming: Low fees, strong privacy/asset protection; example filing fee and annual report amounts cited in practitioner guidance. - Nevada: No corporate income tax but state business license and annual list required; Annual List and state business license renewal are critical. - California / New York / Texas / Florida: Expect state-specific annual filings, potential franchise or income taxes, and nexus rules — pick domicile carefully if subsidiaries operate in other states due to foreign qualification requirements.

Practical compliance checklist (for US business owners / LLC founders forming a holding company)

- Decide legal form (LLC vs Corp) and federal tax classification; file Form 8832 or Form 2553 if electing status. - File formation documents with chosen state’s Secretary of State; appoint a registered agent. - Obtain EIN (SS-4) and set up separate bank accounts for the holding company. - Draft and adopt governing documents (Operating Agreement or Bylaws), board/shareholder/resolutions as needed. - Maintain books, annual meetings/minutes, a cap table, and intercompany agreements (management fees, licensing, loans) with transfer-pricing support if cross-border. - File annual reports/Statement of Information and pay franchise taxes/state fees on time to maintain good standing. - Implement AML/KYC and OFAC sanctions screening for financial relationships; review FinCEN BOI obligations (note March 2025 rule change affecting domestic entities). - Ensure payroll, employment tax withholding, 1099 reporting, and state withholding where employees are located. - Perform an annual compliance review (tax filings, contracts, insurance, licenses).