CTA for Small Businesses: What Should I Do To Prepare?

If you have been following our blog series on the Corporate Transparency Act, you know that starting 1/1/2024, millions of small businesses are required to file a beneficial ownership information (BOI) report with FinCEN. While much remains to be worked out before anyone can actually file, it is important to start gathering information now if you believe you are covered by the CTA. Specifically, you will need the formation documents and many governance documents relating to your company, as well as contact details and identification for your Beneficial Owners (BOs) and potentially your company applicant(s). Below is a general list of materials that may be helpful in assessing who are the BOs of a corporation or LLC (the list may differ if your company is a different form of entity, might qualify for an exemption, or based on other factors):

CORPORATION

• Articles of Incorporation (and amendments)
• Organizational consent
• Bylaws (and amendments)
• Shareholder Agreement (and amendments), subscription letters, stock certificates (all)
• Cap table/stock ledger
• Board meeting minutes (all)
• Shareholder meeting minutes (all)
• Written consents and resolutions
• Org chart

LLC

• Certificate of Formation (and amendments)
• Operating Agreement (and amendments)
• Cap table
• Manager meeting minutes (all)
• Member meeting minutes (all)
• Written consents and resolutions
• Org chart

In order to comply with the CTA, we encourage you to start gathering these documents now, as well as speaking with your board, shareholders/members, officers, and other key stakeholders about the possibility that they may be BOs and what they will have to provide to the company for its BOI filing.