Do I have to report my UK limited company's bank account on my personal FBAR?

Yes, if you are a United States person and you own more than 50 percent of the company. 31 CFR 1010.350(e)(2)(ii) gives you a financial interest in the foreign financial accounts of a corporation in which you own, directly or indirectly, more than 50 percent of the voting power or the total value of the shares. Those company accounts go on your personal FinCEN Form 114, and they count towards the $10,000 aggregate threshold alongside your own accounts.

What happens if I own exactly 50 percent of the UK company?

Ownership attribution does not apply. The regulation requires more than 50 percent, so an exact half share does not by itself give you a financial interest in the company's accounts. You are not finished, though. You still have to test signature authority separately under 31 CFR 1010.350(f), because being a director or an authorised signatory on the company mandate can put the same accounts on your form for an entirely different reason.

Does the UK company have to file its own FBAR?

No. The obligation falls on a United States person, and 31 CFR 1010.350(b) limits that to US citizens, US residents and entities created or organized under the laws of the United States or a State. A company incorporated in England and Wales is not a United States person, has no FBAR of its own, and cannot file one that discharges your obligation. The consolidated report at 31 CFR 1010.350(g)(3) does not help either, because it is available only to a filer that is both an entity and a United States person.

Do the company's balances really count towards my $10,000 threshold?

Yes, and this is where most founders are caught. The IRS states the test as whether the aggregate value of your foreign financial accounts exceeded $10,000 at any time during the calendar year reported. Once ownership attribution gives you a financial interest in the company's accounts, their maximum values join your personal account values in that aggregate. A founder with a few thousand dollars in personal savings and a company sitting on working capital is over the line and has to report everything, including the small personal accounts.

My shares are non-voting, or I only hold an alphabet class. Am I still caught?

Possibly, because the corporate test is disjunctive. It is satisfied by more than 50 percent of the voting power or more than 50 percent of the total value of the shares, so a UK cap table that separates votes from economics can trip either limb independently. A founder with a minority of the value but control of the voting class is caught, and so is a founder with a majority of the value in a class that carries no votes. The articles and the share register decide it, and the Companies House persons with significant control entry, which works to a different and lower threshold, does not.

How many years do I have to go back to fix a missed FBAR on company accounts?

Under the Streamlined Foreign Offshore Procedures, the IRS requires delinquent or amended returns for each of the most recent three years for which the return due date has passed, and delinquent FBARs for each of the most recent six years for which the FBAR due date has passed, filed through FinCEN's BSA E-Filing System with a non-willful certification on Form 14653. Eligibility turns on the 330 day non-residency test and on the conduct being non-willful. The former Delinquent FBAR Submission Procedures page is no longer published by the IRS, so any route should be confirmed against current guidance before you file.

Missed FBAR on Your UK Company's Bank Accounts

A missed FBAR on your UK company's own bank accounts is one of the most expensive filing gaps we unwind for American founders living in London, and the answer to the question everyone asks first is blunt: yes, the company's accounts belong on your personal FinCEN Form 114. If you are a United States person who owns more than 50 percent of a UK limited company, US law treats you as having a financial interest in every foreign financial account that company owns. The company does not file. You do, in your own name, on your own report.

The authority is 31 CFR 1010.350(e)(2)(ii). Paragraph (e) is the one that defines financial interest, and sub-paragraph (2)(ii) extends it to an account whose owner of record is a corporation in which the United States person owns, directly or indirectly, more than 50 percent of the voting power or the total value of the shares. The same paragraph applies an equivalent test to a partnership, by reference to more than 50 percent of the interest in profits or capital, and to any other entity, by reference to voting power, total value of the equity interest or assets, or interest in profits. The Internal Revenue Manual restates the rule at IRM 4.26.16.2.3 and calls it an indirect financial interest. Note the paragraph letter, because much published commentary cites this rule to paragraph (b), which in fact defines who counts as a United States person.

This is the limb that catches owner-managers, and it catches them because nothing in the structure signals it. The company has its own name on the bank mandate, its own accountant, its own statutory accounts at Companies House and its own tax affairs. Nothing about that tells a founder that the balance in the company current account is a number they personally must disclose to a US financial crimes regulator. So the personal FBAR is filed with two personal accounts on it, the company banking is left out because it felt like the company's business, and a missed FBAR history builds up quietly, one year at a time.

How does the more than 50 percent ownership test actually work?

The test is mechanical and, for a corporation, it is disjunctive. You are caught if either limb is satisfied and you do not need both. For a UK limited company the two limbs are voting power and total value of the shares, which means the analysis has to look at the articles and the share classes rather than the headline number on the confirmation statement.

Voting power. You hold, directly or indirectly, more than 50 percent of the votes exercisable on the company's shares. A founder with 45 percent of the economics but control of the voting class is caught on this limb alone.
Total value of the shares. You hold, directly or indirectly, more than 50 percent of the value. A founder holding 60 percent of the value in a class carrying no votes is equally caught, on the other limb.
Exactly 50 percent is not enough. The regulation says more than 50 percent, so a clean two-way split between two shareholders creates ownership attribution for neither of them.
Indirect ownership counts. Holding the UK trading company through a UK or overseas holding company that you also control does not break the chain back to you.
Partnerships and LLPs are tested on more than 50 percent of the interest in profits or capital, and other entities on more than 50 percent of the voting power, equity value, assets or profits.
The test is applied to the calendar year being reported, so a mid-year issue, buyback or dilution can change the answer for one year and not the next.

Two practical consequences follow. First, if you are over the line at any point in the calendar year, treat the year as reportable and document your reasoning; the regulation is written about a relationship existing during the year, and on a year of change the defensible position is to report. Second, the percentage that matters is the one in the company's own records, not the one on any public register. UK founders reach for the persons with significant control entry at Companies House, but that register works to a different and much lower threshold and tells you nothing about the FBAR test. If growth shares, deferred shares or an alphabet class have been issued to a spouse, a co-founder or a manager, you need the share register and the articles in front of you before deciding you are safely under the line.

There is one point here that catches advisers who are used to the controlled foreign corporation rules. IRM 4.26.16.2.3 states in terms that the family attribution rules under Title 26 do not apply to FBAR reporting. That matters for exactly the structures wealthy founders use. If you hold 50 percent of the UK company and your spouse holds 50 percent in her own right, you are not pushed over the FBAR line by attribution the way you might be for a Form 5471 analysis running in parallel on the same cap table. The FBAR ownership test stands on its own, and importing the Title 26 answer into it gives the wrong result in both directions: it invents a filing obligation that does not exist, or it hides one that does.

Does the UK company file the FBAR, or do you?

You do, personally, and this is the single most common structural error we see. The FBAR obligation falls on a United States person, and 31 CFR 1010.350(b) defines that term as a citizen of the United States, a resident of the United States, or an entity created, organized or formed under the laws of the United States, any State, the District of Columbia, the Territories and Insular Possessions or Indian Tribes. A company incorporated in England and Wales is none of those things. Your UK limited company is not a United States person, it has no FBAR obligation of its own, and it cannot discharge yours. Board minutes, a company secretary and a UK accountant do not put a layer between you and FinCEN.

Founders then read about consolidated FBAR reporting and assume it solves the problem. It does not solve it for them. The consolidated report at 31 CFR 1010.350(g)(3) is available to an entity that is a United States person and which owns directly or indirectly more than a 50 percent interest in one or more other entities required to report under the section. Two conditions fail in the ordinary founder case: the filer has to be an entity rather than an individual, and it has to be a United States person. A US citizen individual who owns a UK limited company therefore reports the company's accounts on his own Form 114 in the ordinary way. There is no group return to shelter behind and no election to make. Most of the competing material on this subject is written about US parent companies filing for US subsidiaries, which is simply a different rule from the one that governs you.

Which of the UK company's accounts go on your personal FBAR?

The reportable universe is the company's foreign financial accounts, defined by type at 31 CFR 1010.350(c), which covers bank accounts, securities accounts and other financial accounts. For an active UK trading company that usually means more accounts than the founder remembers.

The company's main UK current account, plus every additional current account opened for a second trading name, a currency or a cost centre.
Business deposit, notice and reserve accounts, including the short notice account used to park corporation tax and VAT between payment dates.
Foreign currency accounts held alongside the sterling account, for example a euro or dollar account used to settle supplier invoices or receive overseas revenue.
Balances held with UK payment processors and merchant acquirers where the arrangement genuinely holds the company's funds rather than settling through immediately.
Company brokerage and treasury accounts, which sit squarely inside the securities account limb at 31 CFR 1010.350(c)(2), including accounts holding short dated gilts or money market funds.
Accounts in the name of a UK subsidiary or a dormant sister company in which you also hold more than 50 percent.
A pure borrowing facility is a different animal from a deposit account, but any linked deposit, collateral or security account behind it is an account in its own right and should be reviewed on its own terms.

The judgement calls sit at the edges, and they should be documented rather than guessed. Modern UK business banking and payment platforms blur the line between a bank account and a stored balance, and the regulation's categories were not drafted with fintech settlement balances in mind. Our working position with clients is that where the company can see a balance, hold it and direct where it goes, the arrangement is reported unless there is a clear and recorded reason not to. Reporting an account that turns out not to have been required carries no penalty. Omitting one that was required is what creates the problem in the first place, and the omission is only discovered years later when someone finally reads the mandate list.

How do company accounts change the $10,000 aggregate threshold?

They change it completely, because the threshold is aggregate rather than per account. The obligation bites when, in the IRS's own words on its Report of Foreign Bank and Financial Accounts page, the aggregate value of those foreign financial accounts exceeded $10,000 at any time during the calendar year reported. The company's accounts are counted in that aggregate alongside your personal accounts, because ownership attribution has already given you a financial interest in them. The practical result is that a founder whose personal banking would never have come close to a filing requirement is dragged over the threshold by the company's working capital, and then has to report the modest personal accounts as well.

The following illustration uses invented figures to show the mechanics. Assume a US citizen founder, resident in London, who holds 70 percent of the ordinary shares in his UK limited company. Converted to US dollars, his maximum account values for the calendar year are as follows.

Personal UK current account: $4,200
Personal UK savings account: $3,100
Company current account: $118,000
Company deposit and reserve account: $240,000
Company merchant and payment processor balance: $26,500
Company treasury and brokerage account: $310,000
Aggregate for threshold purposes: $701,800

His personal accounts come to $7,300, which on their own would not have required a report at all. The four company accounts add $694,500. Because he owns more than 50 percent of the company he has a financial interest in all four of them, the aggregate is $701,800, and all six accounts go on his personal FinCEN Form 114 for that year. Now change one fact. If he also held 45 percent of a second UK company, that company's accounts would not be caught by ownership attribution, because 45 percent is not more than 50 percent, and the accounts of the first company do not drag the second company's accounts in behind them. He would still have to test separately whether he holds signature authority over the second company's accounts, which is a different question with a different answer.

How are the UK company's accounts reported on FinCEN Form 114?

They are reported as accounts in which you hold a financial interest, in the part of the form used for accounts owned separately, and not in the part reserved for accounts over which you hold signature authority but no financial interest. For each account the form asks for the maximum value during the calendar year, the type of account, the name of the financial institution holding it, the account number or other designation, and the institution's address. The recordkeeping regulation at 31 CFR 1010.420 requires you to hold the same detail: the name in which each account is maintained, the number or other designation of the account, the institution's name and address, the type of account, and its maximum value during the reporting period.

Here is the detail that sends first-time filers round in circles. There is nowhere on the FBAR to name the UK company. The form is built to identify accounts and the institutions that hold them, and it asks for owner details only where the filer is reporting authority over an account somebody else owns. Where your interest arises through a company you control, the company's identity is simply not collected, and you should not feel that you have failed to complete something. What it does mean is that the only place the link between you, the company and the account is recorded is your own file. That makes the record keeping obligation work considerably harder here than it does for an ordinary personal account, and it is the reason a well-run file carries a short annual memorandum explaining why each company account was included.

Is this the same thing as signature authority over the company's accounts?

No, and keeping the two apart is what tells you which years are wrong. Signature authority is defined separately at 31 CFR 1010.350(f)(1) as the authority of an individual, alone or in conjunction with another, to control the disposition of money, funds or other assets held in a financial account by direct communication to the person with whom the account is maintained. That is a test about the mandate. Ownership attribution under paragraph (e)(2)(ii) is a test about the share register. A founder who has stepped back, resigned as a director and had his name removed from the bank mandate has ended his signature authority and still holds a financial interest, because he still holds the shares. The two tests run in parallel, either one alone puts the account on your form, and the exceptions that exist for one of them do nothing for the other.

What if the company exists in order to hold the account?

There is an anti-avoidance limb, and anyone contemplating a restructure should know it is there first. 31 CFR 1010.350(e)(3) provides that a United States person who causes an entity, including but not limited to a corporation, to be created for a purpose of evading the FBAR reporting or recordkeeping requirements has a financial interest in any foreign financial account for which that entity is the owner of record or holder of legal title. There is no percentage in that rule at all. If the purpose test is met the ownership threshold is irrelevant, and a carefully diluted shareholding buys nothing. In practice this is the provision that turns a technical omission into a much harder conversation, which is why the commercial reason a UK company holds any given account should be obvious from the file without anyone having to reconstruct it.

How do you correct a missed FBAR history on UK company accounts?

The route depends on your facts, and the landscape has moved recently. The Delinquent FBAR Submission Procedures page that practitioners relied on for years is no longer published on irs.gov, so it should not be treated as a live option or quoted from an old article. For a US person living in the UK whose failure was genuinely not willful, the principal path is the Streamlined Foreign Offshore Procedures. The IRS page for US taxpayers residing outside the United States sets out what a submission contains: delinquent or amended returns for each of the most recent three years for which the return due date has passed, and delinquent FBARs for each of the most recent six years for which the FBAR due date has passed, filed electronically through FinCEN's BSA E-Filing System.

Two conditions carry the weight. The non-residency test asks whether, in one of the relevant years, you had no US abode and were physically outside the United States for at least 330 full days. The certification, made on Form 14653, is that the failure to report income, pay tax and file information returns including FBARs was due to non-willful conduct, which the IRS describes as negligence, inadvertence or mistake. The IRS states that eligible taxpayers who comply with the procedures will not be subject to failure to file and failure to pay penalties, accuracy related penalties, information return penalties, or FBAR penalties. The exposure being avoided is real: civil FBAR penalties are authorized by 31 USC 5321(a)(5), and the maximum amounts are adjusted for inflation each year, with the current adjusted figures published at 31 CFR 1010.821 and nowhere else worth trusting.

Where the company's accounts were left off the form but every pound of income was declared and every dollar of tax paid, the analysis is narrower and needs to be done properly before anything is submitted, because the choice of route cannot easily be unwound. Filing first and thinking afterwards is how a fixable position becomes an unfixable one.

What records do you have to keep for the company's accounts?

31 CFR 1010.420 requires the records of reportable accounts to be retained for a period of five years and kept at all times available for inspection as authorized by law. The IRS confirms on its FBAR page that the records are generally kept for five years from the due date of the FBAR, and that you are not required to keep copies of the reports you filed, only the records that underlie them. For a company account that means you personally need the peak balance evidence, not just access to the company's bookkeeping system, because the obligation is yours and the company may be sold, struck off or handed to a new finance team long before the five years run out. In practice we take a dated extract each January covering every account the company held during the year and the ownership position for that year, and file it with the personal tax papers rather than the company's.

What good compliance looks like from here

Ownership attribution is a preparation and compliance problem, not a theoretical one, and the work is unglamorous. Establish the ownership percentage for each calendar year from the share register and the articles rather than from memory. Build a complete inventory of every account the company held, including the ones opened and closed inside the year. Capture maximum values in the account currency and convert them consistently. Decide the edge cases, write down why, and keep the note. Then either file correctly going forward or run a properly scoped correction over the years that are wrong. Done in that order it is a contained exercise handled alongside the rest of your US and UK filings. Done in the wrong order, or not at all, it is a missed FBAR history that compounds every April while the company keeps opening accounts.