Do I still need to file an FBAR for my old company's UK bank account after the sale?

For the year of the sale, yes, if you owned more than 50 percent of the company or had signature authority over its accounts at any point in that year and your aggregate foreign accounts exceeded $10,000. In an asset sale followed by a liquidation, your financial interest continues until the company is dissolved, so the accounts can be reportable in later years too. In a share sale, the obligation generally ends once you no longer own the shares and are off the bank mandate.

Is an escrow account holding my deferred consideration reportable?

It can be. The answer depends on the escrow agreement: whether the account is held for you as agent or nominee, whether your company (which you control) is entitled to the funds, and whether your signature is needed to release money. Short-lived accounts are not excluded simply because they are temporary.

Does a loan note from the buyer go on the FBAR?

A loan note held directly is a debt instrument, not a financial account, so it does not go on the FBAR by itself. It can, however, be a specified foreign financial asset for Form 8938, and the interest is taxable on your US return. If the note is held inside a UK custody account, you report that account on the FBAR.

My sale proceeds only sat in my account for a few days. Does that count?

Yes. The FBAR threshold is based on the maximum value at any time during the calendar year, so a balance that peaked for a few days counts in full. Use transaction histories rather than month-end statements to find the true peak, and convert it at the Treasury Reporting Rate of Exchange for the last day of the year.

What is the penalty for a non-willful missed FBAR?

After Bittner v. United States in 2023, the non-willful penalty applies per annual report, not per account, so several accounts on one missing FBAR do not multiply the maximum. The maximum is adjusted for inflation each year. Willful violations are treated far more severely and are measured by reference to account balances.

Can I still use the Delinquent FBAR Submission Procedures?

The IRS withdrew the Delinquent FBAR Submission Procedures page around July 2026, so it should not be relied on as a live route. If all income was reported, a late FBAR with a reasonable-cause explanation is one option. If income was also missed, the Streamlined Foreign Offshore or Domestic Offshore Procedures are the main routes for non-willful taxpayers.

Missed FBAR After Selling Your UK Business: Fix It Now

A missed FBAR after selling a UK business is one of the most common compliance gaps we see among US founders, and it usually has nothing to do with hiding money. The sale itself creates a cluster of accounts that nobody thinks of as "yours": the company's bank accounts that stay open until the company is wound up, an escrow or retention account holding deferred consideration, the personal sterling account that suddenly receives seven figures, and the new deposit or investment accounts opened to park the proceeds. Each of these can count toward the FBAR, and the year of the sale is often the first year a founder's personal balances cross the $10,000 threshold by a wide margin.

This guide explains which post-sale accounts are reportable, how financial interest and signature authority apply to a company you no longer run, how to measure maximum value when balances spike for a few days, what a loan note is (and why it is not an FBAR account), and how to fix a **Missed FBAR** now that the IRS has withdrawn the Delinquent FBAR Submission Procedures page.

What is an FBAR, and why does selling a UK business trigger one?

The FBAR is the Report of Foreign Bank and Financial Accounts, filed on FinCEN Form 114. According to the IRS and FinCEN, a US person must file an FBAR if they have a financial interest in, or signature or other authority over, at least one financial account located outside the United States, and the aggregate value of those foreign financial accounts exceeded $10,000 at any time during the calendar year.

A US person for this purpose includes US citizens and green card holders wherever they live, as well as US tax residents. The FBAR is not part of your tax return. The IRS states that it must be filed electronically through FinCEN's BSA E-Filing System, and that it is due April 15 following the calendar year reported, with an automatic extension to October 15 that you do not need to request.

Selling a business matters because a sale concentrates value in foreign accounts in a way that ordinary life does not. The $10,000 test is an aggregate test, so it is not about any single account being large. Once the combined maximum values exceed $10,000, every reportable account goes on the form.

Financial interest vs signature authority: the two routes into the FBAR

Financial interest is the ownership route. You have a financial interest in an account if you are the owner of record or hold legal title, even if the account is for someone else's benefit, and you also have a financial interest in accounts held by certain entities you control. FinCEN's instructions provide that a US person who owns, directly or indirectly, more than 50 percent of the total value of the shares, or more than 50 percent of the voting power, of a corporation has a financial interest in that corporation's foreign accounts. For a founder who owned most or all of a UK limited company, this means the company's UK accounts were reportable on the founder's own FBAR every year, not just the sale year.

Signature authority is the control route. Signature authority is the authority of an individual, alone or with another person, to control the disposition of money or other assets in an account by direct communication with the financial institution. A US director or authorised signatory of a UK company has signature authority over the company's accounts even with no shares at all. Signature authority is assessed by calendar year: if you could sign on the account at any point in the year, the account is reportable for that year, even if your authority ended at completion.

Financial interest via ownership: more than 50 percent of the company by value or vote, held directly or indirectly.
Signature authority via control: a mandate to move funds, as director, officer or authorised signatory.
Both can apply to the same account at once. You report it once, in the section that fits, and the FinCEN instructions explain which part of the form to complete.

Which accounts do founders forget after selling a UK business?

The accounts that cause a missed FBAR are rarely hidden. They are simply outside the mental picture of "my bank accounts". The structure of the deal decides which ones exist.

In a share sale, the buyer acquires the shares of the company, and the company's bank accounts move with it. Your financial interest through ownership ends at completion, and any signature authority usually ends when you resign as director or are removed from the mandate. The accounts are still reportable for the sale year because you held that interest or authority for part of the year. If you stay on under a consultancy or employment arrangement and remain a signatory, your signature authority continues for as long as that mandate lasts.

In an asset sale, the company sells its business and assets, but the shares stay with you. The company now holds the sale price in its own bank account, and those accounts stay open until the company is wound up through a members' voluntary liquidation or struck off. GOV.UK describes both striking off and a members' voluntary liquidation as routes for closing a solvent company. Throughout that period you still own more than 50 percent of the company, so you still have a financial interest in its accounts, even after a licensed insolvency practitioner is appointed as liquidator and takes control of the company's affairs. The interest ends when the company is dissolved, not when trading stops.

Company operating accounts that remain open post-completion (asset sale) or until you come off the mandate (share sale).
Company deposit or treasury accounts holding the sale price while a liquidation runs.
Escrow or retention accounts holding deferred consideration, warranty retentions or earn-out amounts.
Personal sterling current accounts that receive completion monies or liquidation distributions.
New UK deposit, notice or investment accounts opened to hold proceeds while you decide what to do with them.
UK brokerage or investment accounts funded from the proceeds, which are foreign financial accounts in their own right.

Are escrow and retention accounts reportable on the FBAR?

An escrow or retention account is an account in which part of the purchase price is held back after completion, usually to cover warranty claims or to pay contingent consideration such as an earn-out. Whether it belongs on your FBAR depends on who has the financial interest in it or signature authority over it, and that is set by the escrow agreement and the sale and purchase agreement, not by the label on the account.

Typically the account is opened in the name of a third-party escrow agent or a firm's client account, with release instructions that require joint sign-off by buyer and seller. Several points guide the analysis. First, you have a financial interest if the owner of record is acting as your agent or nominee, so an account held for you personally can be reportable even if your name is not on it. Second, if the seller under the agreement is your company rather than you personally, the question becomes whether you have a financial interest through your more-than-50-percent ownership of that company. Third, a joint release mandate, where your signature is needed to move funds, can amount to signature or other authority. Short-term accounts are not excluded simply because they exist only for a few months.

Where the wording leaves the position genuinely unclear, disclosing the account is usually more defensible than leaving it off.

Is a loan note from the buyer an FBAR account?

A loan note is a debt instrument issued by the buyer (or its parent) to the seller, promising to pay part of the price later, often with interest. A loan note held directly is not a bank, securities or other financial account, so it does not go on the FBAR by itself. It is a contract with the issuer, not an account with a financial institution.

That does not mean it goes unreported. The IRS guidance on Form 8938 lists a note, bond or debenture issued by a foreign person as a specified foreign financial asset when it is held outside a financial account. A loan note issued by a UK buyer and held directly can therefore count toward your Form 8938 threshold, and interest on it is taxable income on your US return. If the loan note is instead held in a UK custody or brokerage account, the account is what you report on the FBAR, and the note is reflected in that account's value.

How do you measure maximum value when sale proceeds pass through an account?

Maximum value is a reasonable approximation of the greatest value of currency or other assets in the account during the calendar year. FinCEN's instructions allow you to rely on periodic account statements, provided they fairly reflect the maximum value during the year. After a sale, that proviso matters: if £2 million arrived in a personal account on the 10th and was moved to a deposit account on the 14th, a month-end statement will not show the peak. You need the transaction history, not just the statement balance.

Values are reported in US dollars. FinCEN directs filers to convert using the Treasury Reporting Rates of Exchange for the last day of the calendar year being reported, even if the peak occurred in March. If no Treasury rate is available, you use another verifiable rate and state its source.

Pull full transaction histories for every account touched by completion monies, not just year-end statements.
Record the peak balance for each account separately. The same money can show up as the maximum value in two accounts in the same year, and that is correct.
Convert each maximum value using the Treasury Reporting Rate of Exchange for 31 December of that year.
Include accounts closed during the year. A company account closed in the liquidation is still reportable for the year it existed.
Keep the records. FBAR recordkeeping rules require you to retain account records for five years from the FBAR due date.

Worked scenario: a US founder who sold a UK software company

The following scenario is fictional and uses hypothetical round numbers for illustration only. Maya is a US citizen who has lived in London for twelve years. She owned 100 percent of a UK software company and was its sole director. For years she filed US tax returns reporting her salary and dividends, but she never filed an FBAR. Her personal accounts were small, and she assumed the company's accounts belonged to the company.

In the sale year, the company sold its business and assets for £4 million. At completion £3.4 million was paid into the company's main account, and £600,000 was placed in a retention account operated by an escrow agent for eighteen months, releasable only on joint instructions from the buyer and the company. A liquidator was appointed under a members' voluntary liquidation, and in the autumn the liquidator paid a first distribution of £3 million to Maya's personal current account. Within a week she moved £2 million into a new UK fixed-term deposit account.

Company operating account: reportable through her 100 percent financial interest, and through her signature authority until the liquidator took over. Maximum value around £3.4 million at completion.
Company deposit account used during the liquidation: reportable through her financial interest, which continues until the company is dissolved.
Retention account: likely reportable, because the company (which she owns outright) is the party entitled to the funds and must co-sign releases. The escrow agreement confirms the position.
Personal current account: reportable. Its maximum value jumped from a few thousand pounds to over £3 million on the day of the distribution.
New fixed-term deposit account: reportable, maximum value around £2 million.
Prior years: the company's accounts held well over $10,000 in every year she owned the company, so earlier FBARs were also missed, not just the sale year.

Because she has lived outside the United States and has no US abode, she may qualify for the Streamlined Foreign Offshore Procedures if her conduct was non-willful, which is discussed below. Her sale year also requires a final Form 5471 for the company and correct reporting of the liquidation on her US return.

What is the penalty for a missed FBAR after Bittner?

FBAR penalties are civil penalties under the Bank Secrecy Act, separate from income tax. The IRS describes two tiers: non-willful violations and willful violations, with willful penalties calculated by reference to account balances and potentially far larger. The IRS notes that the civil maximums are adjusted annually for inflation, so we do not quote a dollar figure here; the current figures are set out in the published inflation adjustments for each year.

For non-willful cases, the Supreme Court's decision in Bittner v. United States, decided on 28 February 2023, is the key authority. The Court held, 5 to 4, that the non-willful penalty applies per report, meaning per annual FBAR not filed, and not per account. For a founder whose sale year involved six UK accounts, that means one potential non-willful penalty for that year's missing FBAR, not six. The decision does not affect willful penalties, and it does not remove the exposure; it limits how the non-willful maximum is counted.

The IRS FBAR page says that people who are not under investigation should file late FBARs as soon as possible to keep potential penalties to a minimum. Timing and the quality of the explanation both matter.

How do you fix a missed FBAR now?

The right route depends on whether income was also left off your US tax returns, where you live, and whether your conduct was non-willful. One point needs correcting across much older guidance: the IRS withdrew its Delinquent FBAR Submission Procedures page around July 2026, so it should not be treated as a live programme.

The Streamlined Filing Compliance Procedures are the main structured route for non-willful taxpayers. The Streamlined Foreign Offshore Procedures, per the IRS, require delinquent or amended returns for the most recent three years for which the due date has passed, delinquent FBARs for the most recent six years, a certification that the failure resulted from negligence, inadvertence or mistake, and a valid SSN or ITIN. To qualify as living abroad, a US citizen or green card holder must have had no US abode and been physically outside the United States for at least 330 full days in any one of the three years. The foreign offshore penalty is zero.

The Streamlined Domestic Offshore Procedures apply to US residents who filed original returns. They require amended returns for three years, FBARs for six years, the same non-willful certification, and a 5 percent miscellaneous offshore penalty. Neither Streamlined route is available if the IRS has already opened a civil examination of your returns or you are under criminal investigation.

If all income was reported and only the FBARs were missed: file the late FBARs through BSA E-Filing with a written explanation of reasonable cause, and assemble supporting documents.
If income was also missed (for example, interest on proceeds, the loan note, or the company-level results): consider Streamlined Foreign Offshore or Domestic Offshore, depending on residency.
If conduct may have been willful: the Streamlined certification cannot be given, and a different, more formal approach is required.
In every case: act before the IRS contacts you, because eligibility for the Streamlined procedures ends once an examination begins.

A late FBAR filed with a reasonable-cause statement is a legitimate option when income tax was fully reported. The explanation should be specific about which accounts were missed, why, and when the error was discovered.

How does Form 8938 overlap with the FBAR after a sale?

Form 8938 is the Statement of Specified Foreign Financial Assets, and it is attached to your income tax return rather than filed with FinCEN. The IRS comparison of Form 8938 and FBAR requirements sets thresholds of more than $50,000 at year-end or more than $75,000 at any time for an unmarried taxpayer living in the United States, $100,000 and $150,000 for married filing jointly in the United States, $200,000 and $300,000 for an unmarried taxpayer living abroad, and $400,000 and $600,000 for married filing jointly abroad.

After a sale, many founders cross both thresholds at once. Accounts reportable on the FBAR are generally reportable on Form 8938 too, and Form 8938 also catches assets that are not accounts, such as a directly held loan note or shares in a foreign company held outside an account. One difference matters here: an account over which you only have signature authority, such as your old company's account after you ceased to be a shareholder but remained a signatory, goes on the FBAR but not on Form 8938.

The capital gain on the sale itself, briefly

The FBAR is a reporting obligation, not a tax on the sale. The gain is dealt with separately. On the US side, a US person who owned a UK company will usually have been filing Form 5471 each year, and the sale or liquidation year requires a final Form 5471 that reflects the disposal or the dissolution. For a controlled foreign corporation, the company's own sale of assets can produce US income inclusions before any liquidation distribution reaches you, which is why the final-year Form 5471 cannot be treated as a formality.

On the UK side, GOV.UK explains that Business Asset Disposal Relief can reduce Capital Gains Tax on qualifying disposals of shares in a trading company where the seller has been an officer or employee and held at least 5 percent of the shares and voting rights for two years before the sale. GOV.UK sets the BADR rate at 10 percent for disposals on or before 5 April 2025, 14 percent from 6 April 2025 to 5 April 2026, and 18 percent from 6 April 2026. How that UK tax is credited against the US liability on the same gain is a return-preparation question in its own right.

Missed FBAR preparation and compliance for UK business sellers

Our role is tax preparation and compliance. For founders who have sold a UK company and suspect a **Missed FBAR**, our work typically covers:

An account inventory built from the sale documents, the completion funds flow, the escrow agreement and the liquidator's distribution records.
Maximum value calculations from full transaction histories, converted at the Treasury Reporting Rates of Exchange.
Preparation and e-filing of current and late FBARs, with a reasonable-cause statement where appropriate.
Streamlined Foreign Offshore or Domestic Offshore submissions, including the non-willful certification narrative, amended or delinquent returns and six years of FBARs.
Form 8938, final-year Form 5471 and the reporting of the sale or liquidation on your US return, coordinated with the UK Capital Gains Tax position.

If you sold a UK business in the last six years and never filed an FBAR for the company's accounts, the escrow, or the accounts that received the proceeds, the fix is usually straightforward when it is started before the IRS makes contact.