FinCEN provided new guidance on July 8, 2024, regarding the CTA filing requirements of entities dissolved in 2024. If an entity was in existence prior to January 1, 2024, its CTA filing deadline is January 1, 2025. What happens, however, to an entity in existence prior to January 1, 2024, that is required to report but dissolves prior to its reporting deadline?

Prior to the recent guidance from FinCEN, there was some ambiguity regarding whether or not such an entity was required to file a BOI report. It is now clear that any entity in existence on January 1, 2024, is subject to the CTA reporting requirements, even if it dissolves prior to its reporting deadline of January 1, 2025. Also, entities that were administratively dissolved but not “formally and irrevocably” dissolved prior to January 1, 2024, are subject to reporting requirements under the CTA. Whether an entity has been “formally and irrevocably” dissolved will depend on the laws of the state or other jurisdiction of the entity's formation.

A new question arising from this guidance is: Who is responsible for filing the dissolved entity's BOI report? Under the CTA, the entity is responsible for the filing, but when the entity ceases to exist, whose responsibility does the filing become? Another question this new guidance does not address is: What information must be reported about a dissolved company that is not exempt from reporting, and at what time is that “snapshot” of the entity taken for reporting purposes?

https://www.fincen.gov/boi-faqs

C. 13. Is a company required to report its beneficial ownership information to FinCEN if the company ceased to exist before reporting requirements went into effect on January 1, 2024?

www.fincen.gov/...