On July 8, 2024, FinCEN published additional FAQs regarding entities that have ceased to exist. Unsurprisingly, entities that formally and irrevocably dissolved prior to the Corporate Transparency Act's effective date of January 1, 2024, are not required to report beneficial ownership information (BOI) under the CTA. Notably, and contrary to previous beliefs held by many practitioners – my own included – reporting companies existing in any capacity on or after January 1, 2024 (that are otherwise not exempt under the CTA) must file BOI reports, even if they dissolve prior to their applicable initial BOI report deadline.
FinCEN's interpretation means that an entity that has wound up its affairs and ceased doing business before January 1, 2024, but does not formally dissolve until 2024 (i.e., before its initial BOI report deadline of December 31, 2024) is still required to file. This also applies to entities created or registered in 2024 (or later), that subsequently dissolve, regardless of when those entities dissolve.
FinCEN clarified that jurisdictional laws will dictate whether an entity has ceased to exist, and that in many cases, administrative dissolutions are insufficient. While a reporting company that ceases to exist after January 1, 2024, is required to file an initial BOI report, the reporting company is not required to file an additional report notifying FinCEN of its formal dissolution.
