As part of the Corporate Transparency Act, "Large Operating Companies" are exempt from filing Beneficial Ownership Information Reports with FinCEN. However, certain fully remote companies may not be exempt.

A Large Operating Company has essentially three criteria:

1. More than 20 full time employees in the US
2. Physical operating presence in the US
3. More than $5M in gross receipts in the US based on last year's federal tax return

As described by FinCEN:

(A) Employs more than 20 full time employees in the United States, with “full time employee in the United States” having the meaning provided in 26 CFR 54.4980H-1(a) and 54.4980H-3, except that the term “United States” as used in 26 CFR 54.4980H-1(a) and 54.4980H-3 has the meaning provided in § 1010.100(hhh);

(B) Has an operating presence at a physical office within the United States; and                  

(C) Filed a Federal income tax or information return in the United States for the previous year demonstrating more than $5,000,000 in gross receipts or sales, as reported as gross receipts or sales (net of returns and allowances) on the entity's IRS Form 1120, consolidated IRS Form 1120, IRS Form 1120-S, IRS Form 1065, or other applicable IRS form, excluding gross receipts or sales from sources outside the United States, as determined under Federal income tax principles. For an entity that is part of an affiliated group of corporations within the meaning of 26 U.S.C. 1504 that filed a consolidated return, the applicable amount shall be the amount reported on the consolidated return for such group.

What's a "Physical Office in the United States"?

This is the real kicker, given how many companies have gone fully remote. FinCEN put out a Small Entity Compliance Guide which has guidance on this subject:

The entity has an operating presence at a physical office within the United States. “Operating presence at a physical office within the United States” means that an entity regularly conducts its business at a physical location in the United States that the entity owns or leases and that is physically distinct from the place of business of any other unaffiliated entity.

So if your company is fully remote and doesn't have an "operating presence at a physical office within the United States" you may not qualify for the exemption.

Impact on subsidiaries

Logically, this would mean that subsidiaries of a non-exempt parent company, who weren't themselves exempt, would also need to file.

How to file

Discern integrates directly with FinCEN, so Discern customers can file simply from their dashboard, in minutes. It's also simple to track what's been filed, and make update filings - which are due within 30 days if any of your filed information changes.

Otherwise, you can file directly on FinCEN's website.