Business Ownership Documents

Definitions

Ultimate Beneficial Owners (UBO): Individual or entity that has complete ownership and control over a business, institution, or legal entity
Control Person (if different than the Ultimate Beneficial Owners): an individual with significant responsibility to control or direct business; typically an executive officer (CEO, CFO, COO, President) or Director

Keyrails is required to confirm all individual ultimate beneficial owners who own 25% or more of the underlying entity
Self-generated documents or attestations confirming shareholders should be dated and signed by a verified control person (e.g. CEO), or alternatively, a lawyer or third party CPA
Detailed capitalization tables clearly produced by well-known equity management companies (e.g. Carta, AngelList, or Securitize) do not require a signature from a Lawyer or third party CPA
Please ensure that 100% of ownership can be derived or clearly accounted for in the document
If the entity is owned by another entity (or multiple entities), we will require similar documents verifying the subsidiaries’ shareholders
Please ensure the document lists the name of the entity it pertains to
Generally speaking, if the entity does not have individual beneficial shareholders, we will need to confirm the individuals who significantly control the entity instead, such as its directors and officers

Business License–listing the sole proprietor as the owner
Trade Name Registration (DBA)--indicating the owner if the business operates under a different name
Tax Filings: Individual tax returns (Schedule C) showing business income and expenses reported by the sole proprietor

General Partnerships (GP)
- Partnership Agreement–listing the partners and their respective ownership interests
- Certificate of Partnership–if the partnership is registered, listing the partners
- Trade Name Registration (DBA)--including information on the multiple partners
Limited Partnerships (LP)
- Certificate of Limited Partnership–filed with secretary of state or similar government body, naming the general and limited partners
- Limited Partnership Agreement–detailing the ownership structure, roles, and contributions of each partner
- Schedule of Partners–listing all partners and their ownership percentages
- K-1 Forms–issued to partners for tax purposes, showing their share of profits or loss
Limited Liability Partnership (LLP)
- Registration of Limited Liability Partnership–filed with secretary of state or similar government body, listing the partners
- LLP Agreement–listing the partners and their ownership interests
- K-1 Forms–for tax filings, indicating the limited partner’s’ share of profits or losses

Articles of Incorporation–listing the shareholders
- Note: control persons (directors/officers) listed without shareholders are not sufficient. Please ensure that this document confirms the entity’s shareholders, which are not necessarily one in the same as the entity’s directors, officers, or incorporators
Stock Certificates–issues to shareholders, representing ownership in the corporation
Shareholder Ledger or Cap Table– listing all shareholders and their ownership percentages
Shareholders' Agreement–listing shareholders and their ownership percentages
Board Meeting Minutes–listing shareholders and their ownership percentages
SEC Filings (for public companies)--including information on significant shareholders and controlling parties
K-1 Forms–provided to shareholders, showing their share of the corporation's profit or loss

Articles of Organisation–filed with the secretary of state or similar government body, sometimes listing the members (owners)
Operating Agreement–detailing the ownership structure, members' contributions, and percentages of ownership interest
Membership Certificates–issued to members to represent their ownership interest in the LLC
Membership Ledger–internal document tracking all members and their ownership interests
K-1 Forms–provided to members, showing their share of the LLC's profit or loss
IRS 147(c) EIN Letters–for sole-member LLCs

Articles of Incorporation–filed with the secretary of state or similar government body, listing directors or founders
Bylaws–defining the governance structure, listing directors and officers
Board Meeting Minutes–documenting decisions and changes in the controlling parties, board members, directors, and officers
IRS Determination Letter–confirming the nonprofit's tax-exempt status including details on controlling parties
Annual Reports–filed with the secretary of state or similar government body, listing current directors and officers

Articles of Incorporation–filed with the secretary of state or similar government body, listing initial directors or founders
Trust Documents–establishing the foundation, listing trustees or board members
Bylaws–defining the governance and control structure
Board Meeting Minutes–detailing the actions and changes in the foundation's controlling parties
IRS Determination Letter–confirming the nonprofit's tax-exempt status including details on controlling parties
Annual Reports–filed with the secretary of state or similar government body, listing current directors and officers