The Corporate Transparency Act (CTA) was passed in early 2021 and requires U.S. companies to report their "beneficial owners"—those who own or control at least 25% of the company—to the Financial Crimes Enforcement Network (FinCEN). This law aims to combat illicit activities like money laundering and terrorism financing.^(1)(2)(3)

Most U.S. businesses, including corporations (S-corp, C-corp), limited liability companies (LLCs), and other entities created by a filing with a state or tribal authority, are required to submit BOI reports. Certain exempt entities, like large companies or publicly traded entities, may not need to file. Approximately 95% of US businesses are expected to file, so odds are you need to file.

‍See “Who does not have to file (exemptions)?” or p. 11 of FinCEN’s Small Entity Compliance Guide or FinCEN FAQ’s for lots more detail. 

According to FinCEN, a "beneficial owner" is defined as an individual who:
- Exercises substantial control over the entity, or
- Owns or controls at least 25% of the ownership interests of the entity.

This person benefits from the company's profits and has a say in how it operates, even if they're not publicly listed as an official owner. For example, someone behind the scenes pulling the strings or having a large share of the company would be considered a beneficial owner​​.

- Existing companies (formed before January 1, 2024): Must file by January 1, 2025.
- New companies (formed on or after January 1, 2024): Must file within 90 days of formation.
- Companies formed after January 1, 2025: Must file within 30 days of formation.

See FinCEN source here for more information. 

Yes, if you fail to file a Beneficial Ownership Information (BOI) report, the penalties can be severe:
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- Civil Penalty: Up to $591 per day until the report is filed.
- Criminal Penalty: Fines up to $10,000 and/or imprisonment for up to 2 years for willful failure to report or providing false information.

These penalties apply if you knowingly avoid filing or submit inaccurate information. It's important to comply to avoid these significant consequences.

See FinCEN source here for more information.

You can file your BOI report through GetSnapFile.com, which simplifies the filing process by guiding you through the required steps. You can also file with the online portal provided by the Financial Crimes Enforcement Network (FinCEN) or through a professional service, like a lawyer.

See FinCEN source here for more information.

No, a beneficial owner must be a human individual, not a company or other entity like a trust. The Corporate Transparency Act defines a beneficial owner as an individual who:
‍
- Exercises substantial control over the entity, or
- Owns or controls at least 25% of the ownership interests of the entity.

Although a company or legal entity can own shares in another company, only individuals behind that entity can be reported as beneficial owners. If a company holds ownership, the individuals who ultimately control that company (the beneficial owners of that company) must be reported​​. For entities like trusts who control a company, you would report who controls the trust as the beneficial owner(s).

See FinCEN source here for more information.

- Identity documents for each beneficial owner (such as a passport or driver’s license).
- Company formation documents (e.g., Articles of Incorporation or Organization).
- For companies formed after January 1, 2024, you will also need the name, address, and identification of the Company Applicant (the person who filed the company formation documents).

See FinCEN source here for more information. 

Formation documents are the official legal papers filed with the state to create a business entity, such as an LLC or corporation. These vary by state, but below are some examples:

- Articles of Incorporation: For corporations, this document establishes the entity's existence and outlines basic details like the company's name, purpose, and registered agent. It is often filed with the state's Secretary of State.
- Articles of Organization: For limited liability companies (LLCs), this document is used to officially form the LLC. It generally includes information similar to the Articles of Incorporation but tailored for LLCs.
- LLC Articles: For limited liability companies (LLCs), this document is used to officially form the LLC. It generally includes information similar to the Articles of Incorporation but tailored for LLCs.
- Certificate of Formation: This is another term often used for either corporations or LLCs, depending on the state. It serves the same purpose as Articles of Incorporation or Articles of Organization.
- Certificate of Organization: This is another term often used for either corporations or LLCs, depending on the state. It serves the same purpose as Articles of Incorporation or Articles of Organization.
- Certificate of Limited Partnership (LP): For limited partnerships, this document registers the partnership with the state and specifies general and limited partners.
- Operating Agreement: While not always filed with the state, many states require an LLC to create this internal document to outline how the LLC will be managed.

You can check your state’s business filing office for the specific document names they use. Most commonly, this will be the Secretary of State or a similar governmental office.

There should be a date in your company formation documents that says when your original paperwork was filed. The main dates you need to know are

- Was your company formed before January 1, 2024? If so, your filing is a little bit simpler, and you will not need Company Applicant information and is due by 1/1/2025.
- Was your company formed on or after January 1, 2024? If so, you will need to include Company Applicant information, and your report is due within 90 days of being formed.

You can usually find your LLC paperwork with the Secretary of State's office in the state where your LLC is registered. Here's how to access this information for each U.S. state:

Secretary of State Websites
Each state has its own Secretary of State website where you can search for business entities and access LLC paperwork. Here's a comprehensive list of links to the business entity search pages for all 50 states:
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Alabama: https://www.sos.alabama.gov/
Alaska: https://www.commerce.alaska.gov/web/
Arizona: https://azsos.gov/
Arkansas: https://www.sos.arkansas.gov/
California: https://www.sos.ca.gov/
Colorado: https://www.sos.state.co.us/
Connecticut: https://portal.ct.gov/sots
Delaware: https://sos.delaware.gov/
Florida: https://dos.myflorida.com/
Georgia: https://sos.ga.gov/
Idaho – https://sos.idaho.gov/
Illinois – https://www.cyberdriveillinois.com/
Indiana – https://www.in.gov/sos/
Iowa – https://www.iowa.gov/
Kansas – https://sos.kansas.gov/
Kentucky – https://www.sos.ky.gov/Pages/default.aspx
Louisiana – https://www.sos.la.gov/Pages/default.aspx
Maine – https://www.maine.gov/sos/
Maryland – https://sos.maryland.gov/Pages/default.aspx
Massachusetts – https://www.sec.state.ma.us/
Michigan – https://www.michigan.gov/sos/
Minnesota – https://www.sos.state.mn.us/
Mississippi – https://www.sos.ms.gov/Pages/default.aspx
Missouri – https://www.sos.mo.gov/
Montana – https://sosmt.gov/
Nebraska – https://sos.nebraska.gov/
Nevada – https://www.nvsos.gov/sos
New Hampshire – https://sos.nh.gov/
New Jersey – https://www.state.nj.us/state/
New Mexico – https://www.sos.state.nm.us/
New York - https://www.dos.ny.gov/index.html
North Carolina – https://www.sosnc.gov/
North Dakota – http://sos.nd.gov/
Ohio – https://www.sos.state.oh.us/
Oklahoma – https://www.sos.ok.gov/
Oregon – https://sos.oregon.gov/Pages/index.aspx
Pennsylvania – https://www.dos.pa.gov/Pages/default.aspx
Rhode Island – https://www.sos.ri.gov/
South Carolina – https://sos.sc.gov/
South Dakota – https://sdsos.gov/
Tennessee – https://sos.tn.gov/
Texas – https://www.sos.state.tx.us/
Utah – https://www.utah.gov/government/secretary-of-state.html
Vermont – https://sos.vermont.gov/
Virginia – https://www.scc.virginia.gov/
Washington – https://www.sos.wa.gov/
West Virginia – https://apps.sos.wv.gov/
Wisconsin – https://sos.wi.gov/
Wyoming – http://soswy.state.wy.us/

To find your LLC paperwork:
1. Visit your state's Secretary of State website
2. Look for a section labeled "Business Services" or "Business Entity Search"
3. Enter your LLC's name or filing number in the search field
4. Review the search results and click on your LLC's name
5. You should be able to view and often download your LLC's filings and documents

Additional tips
- Most states offer online access to business entity information, including LLC paperwork
- Some states may require you to create an account or pay a fee to access certain documents
- If you can't find your LLC paperwork online, you can usually contact the Secretary of State's office directly for assistance

Remember that the specific process and available information may vary slightly across states. If you encounter any problems, check the FAQ section on your state's Secretary of State website or contact their office directly for guidance.

FinCEN defines a company applicant to be only two persons (1):
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- The individual who directly files the document that creates the entity, or in the case of a foreign reporting company, the document that first registers the entity to do business in the United States.
- The individual who is primarily responsible for directing or controlling the filing of the relevant document by another.

This means that if you hired someone, such as a lawyer or formation service, to create the business on your behalf, they would be listed as the company applicant​​.

For your BOI report, you will need:
- The company applicant's name, address, and identifying information to populate in your report

See FinCEN source here for more information.

For automated incorporation service, such as through a website or online platform, (such as Stripe Atlas, (1)) Companies should list the account owner (the founder who submitted their company’s Atlas application) as the company applicant. Atlas companies do not need to list any other parties (including Stripe Atlas) as company applicants, nor provide their FinCEN ID. (1)

‍This means if you used an automated incorporation service and filled out / submitted your company’s application, you are considered the company applicant and would populate your own information in this section. For more information, See FinCEN’s FAQ’s.

FinCEN says:

If a business formation service only provides software, online tools, or generally applicable written guidance that are used to file a creation or registration document for a reporting company, and employees of the business service are not directly involved in the filing of the document, the employees of such services are not company applicants. For example, an individual may prepare and self-file documents to create the individual’s own reporting company through an automated incorporation service. In this case, this reporting company reports only that individual as a company applicant.

For more information, See FinCEN’s FAQ’s.

FinCEN accepts the following types of identification for Beneficial Owners and Company Applicants in the Beneficial Ownership Information Report (BOIR):
‍
- State-Issued Driver's License
- State, Local, or Tribal-issued ID
‍- U.S. Passport
- Foreign Passport

‍Each identification must be non-expired, and an image of the relevant document must be attached with the BOIR submission. It should be the view of ID with photo and identity details (ex: front of US driver’s license, photo ID page of US passport).

See FinCEN source here for more information.

FinCEN only requires the front of your ID or ID page containing photo and identity information. The easiest way is to take a photo of your ID with a smartphone. Tips:

- Make sure it’s good light where details can easily be seen, ideally with no flash due to holograms. If the image isn’t clear and readable, retake the photo in better light.
- Make sure the image is in focus. If not, retake the photo.

If you don’t have a smartphone, you can:
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- Scan the ID with a home scanner or at a vendor, like Kinko’s or FedEx.
- Ask a friend or family member with a smartphone to take a photo for you and email it to you.
- Take a photo with a digital camera and upload to a computer or smartphone to add to your report.

FinCEN only requires the front of your ID or ID page containing photo and identity information. Your image can be in any of these formats:
‍
- PNG
- JPG/JPEG
- PDF
- HEIC/HEIF

Images need to be 4MB or less with no special characters in the file name. If there is an issue with the format of your photo, our platform will tell you that after you upload your photo. For help compressing your photo under 4MB for free, check out compressor.io.

If you have another form of government ID that is not expired, use that instead. Otherwise, you will need to renew at least one form of government ID in order to create and submit a BOI report.

FinCEN requires a government ID to file a BOI report. If circumstances exist, such as an incapacitated beneficial owner with no ID, it’s best to consult a lawyer for guidance. Please see our short list of qualified attorneys who are happy to help you.

Around 99% of Homeowners Associations (HOAs) will need to file a BOI report. The only exception is if they are classified as a 501(c) non-profit. Most HOAs don’t qualify for exemptions, so it’s important for them to file accordingly to stay compliant with the Corporate Transparency Act.

For more information, visit FinCEN’s FAQ’s.

Around 99% of HOAs are NOT tax-exempt and need to file. However, if you want to verify if your HOA is a non-profit, here’s how:

- IRS Determination Letter: If an HOA is a recognized 501(c) non-profit, it would have received a formal determination letter from the IRS confirming this status when it was initially approved. This letter serves as proof of tax-exempt status.

- Tax Filings: Non-profit organizations, including 501(c) HOAs, typically file IRS Form 990 (Return of Organization Exempt From Income Tax) annually, rather than a standard corporate tax form. If an HOA files Form 990, this indicates it is recognized as a 501(c) non-profit.

- Contact the IRS: If there is any uncertainty, HOAs can contact the IRS or check the IRS Exempt Organizations database to confirm their 501(c) status.

If the HOA doesn’t find documentation or files corporate tax forms instead, it likely isn’t a 501(c) non-profit and would need to file a BOI report.

HOAs are required to file under the Corporate Transparency Act (CTA) because they are typically structured as corporations or LLCs, even though they don’t have traditional “owners.” The CTA broadly includes corporations and LLCs to ensure transparency in entity control and prevent potential misuse, regardless of whether they are profit-oriented or not. Here’s why HOAs fall under this requirement:

- Legal Entity Status: HOAs are often registered as corporations or LLCs to manage community assets, enforce rules, and handle financial matters. Under the CTA, most corporations and LLCs are required to report, regardless of their specific purpose.
‍
- Transparency Goals: The CTA aims to close loopholes and prevent illicit activities, like money laundering or fraud, which can occur through various types of entities. By requiring reporting from most registered corporations and LLCs, the CTA casts a wide net to improve transparency.
‍
- Exceptions for 501(c) Status: If an HOA is a 501(c) non-profit, it is generally exempt from filing. However, most HOAs do not qualify for this exemption, making it essential for them to file or confirm their status to avoid penalties.

This broad inclusion is to prevent any registered entity from being used to obscure control or financial activities, even if its main function, like an HOA, is not to generate profit.

Here are the main exemptions from the Corporate Transparency Act's beneficial ownership reporting requirements:

1. Large Operating Companies: Companies with more than 20 full-time U.S. employees, over $5 million in gross receipts or sales, and a physical presence in the U.S.
2. Government Entities: Entities created by government bodies or those exercising governmental authority.
3. Publicly Traded Companies: Companies with registered securities under Section 12 of the Securities Exchange Act of 1934.
4. Banks and Credit Unions: Including bank holding companies and savings/loan holding companies.
5. Investment Companies/Advisors: Registered with the SEC.
6. Insurance Companies: Regulated by state insurance commissioners.
7. Charitable Organizations: Non-profits under 501(c), political organizations, and certain trusts.
8. Inactive Entities: Entities over 1 year old, not in active business, with no significant transactions (no ownership changes or payments over $1,000), and no assets.
9. Certain Regulated Entities: Brokers, dealers, exchanges, and other financial entities regulated under federal laws.
10. Other Classes: Entities exempted by future Treasury regulations, where reporting would not serve public interest or national security​.

If your entity falls into any of these categories, it may be exempt from filing.

See p. 11 of FinCEN’s Small Entity Compliance Guide or FinCEN FAQ’s for lots more detail.

If you're unsure whether you have filed a Beneficial Ownership Information Report (BOIR), there are a few steps you can take:

Contact the Financial Crimes Enforcement Network (FinCEN) for assistance. You can fill out their online contact form by visiting: https://www.fincen.gov/contact. You can also leave a voice message on their Regulatory Helpline at 1-800-767-2825​.

Check your records or ask the person who handles your business filings, such as your lawyer or CPA.

If you suspect you need to file but aren't sure if you did, it's safer to file again. There's no penalty for duplicate filings.

You can visit FinCEN’s website at https://www.fincen.gov/boi for more details.

No, Beneficial Ownership Information (BOI) reporting is not public.

‍The information is stored in a secure, non-public database maintained by FinCEN. It is only accessible to authorized government authorities, such as law enforcement and regulators, for specific purposes like national security, intelligence, and law enforcement activities.

Financial institutions may also access BOI to comply with anti-money laundering requirements, but only with consent from the reporting company​​.

For more information, see FinCEN’s FAQ’s.

No, people do not need a lawyer to file Beneficial Ownership Information (BOI) reports.

You can file the report yourself directly through the SnapFile platform or through FinCEN’s government portal. However, some may prefer to hire a lawyer for assistance, especially if they have a complex situation or want help ensuring everything is filed correctly.

Using a lawyer or third party is optional, but these services typically charge for their help.

See FinCEN FAQ’s for more detail.