On July 8, FinCEN updated its FAQ to clarify that if an entity was dissolved after January 1, 2024, the entity and its beneficial owners are still required to file a BOI report.
The Corporate Transparency Act (CTA) requires entities to file a beneficial ownership information (BOI) report with FinCEN unless the entity falls under one of the exemptions. For entities formed prior to January 1, 2024, the filing deadline for the initial report is January 1, 2025. Entities formed during the 2024 calendar year have 90 days from the date of creation to file the initial BOI report. Starting in 2025, entities must file the initial BOI report within 30 days of creation.
FinCEN clarified that entities that were dissolved prior to January 1, 2024, but still had business to wind up in 2024, are still required to file a BOI report. Likewise, businesses that are dissolved or terminated during the 2024 calendar year must still file a BOI report, unless an exemption applies, even if the entity is completely dissolved prior to the January 1, 2025, deadline. Business owners that are considering dissolving or terminating their businesses before the January 1, 2025 reporting deadline still need to determine whether they need to file a BOI report or are exempt from filing a BOI report.
Disclaimer: This update does not constitute and should not be treated as legal advice as it is for informational purposes only. Although every effort has been made to assure accuracy of the information, the author and Gunderson, Palmer, Nelson & Ashmore, LLP do not assume responsibility for any individual’s reliance on this information. Each reader should independently verify all statements made in the fact situation and should independently determine all risks and consequences from their actions. If you have any questions about the CTA and how it applies to you or your business, please contact your attorney.
