Beginning January 1, 2024, the Corporate Transparency Act (CTA) requires certain corporations, limited liability companies, and similar entities to file a Beneficial Ownership Report (BOIR) with the U.S. Treasury's Financial Crimes Enforcement Network (FinCEN) disclosing their beneficial owners. Reports are filed electronically at: https://boiefiling.fincen.gov/. For companies formed prior to January 1, 2024, the BOIR filing deadline is January 1, 2025. For companies formed on or after January 1, 2024, the BOIR filing deadline is 90 days after formation.

On July 8, 2024, FinCEN clarified on its FAQs page whether certain companies must file BOIRs if formed before the CTA was enacted or once they cease to do business. This article discusses three of those clarifications: 

• Companies in existence prior to January 1, 2021;
• companies ceasing to exist prior to January 1, 2024;
• and companies that dissolve or wind down prior to their 90-day reporting deadline.

Companies Formed Prior to January 1, 2021

Regardless of what year a company was formed, it will be required to file its initial BOIR unless it qualifies for one of the 23 exemptions recognized by FinCEN or ceases to legally exist prior to January 1, 2024. Reporting companies are defined as corporations, limited liability companies, and other entities that are formed by registering with a secretary of state or other official office. A reporting company may be either domestic or foreign. For a review of the CTA basics, see our December 4, 2023 article, Understanding the Corporate Transparency Act (CTA Overview Article).

Companies Ceasing to Exist Prior to January 1, 2024

A Company that ceases to exist as a legal entity before January 1, 2024, is not required to file a BOIR as it is not subject to the CTA. For purposes of the CTA, an entity typically ceases to exist only after it has completed the process of formally and irrevocably dissolving. Generally, this occurs after it has (i) filed any necessary paperwork with the appropriate jurisdictions, (ii) received written confirmation of such dissolution, (iii) filed its final taxes and paid any outstanding amounts due, (iv) discontinued conducting any business, and (v) wound up the company’s affairs including fully liquidating itself. The list of necessary tasks to completely dissolve a business may change depending on the jurisdiction where the company was formed or organized. If any of the necessary tasks to cease to exist as a legal entity is not completed prior to January 1, 2024, the company is required to file a BOIR.

Companies Created in 2024 But Ceasing to Exist Prior to Initial BOIR Due Date

Companies created on or after January 1, 2024, are required to file their initial BOIR within 90 days of receiving actual or public notice of their formation from their applicable government jurisdiction. If for any reason such company ceases to exist prior to the 90-day deadline, it is still required to file its initial BOIR. In 2025, that deadline will become 30 days.

Hanson Bridgett LLP is committed to providing updates and services related to the Corporate Transparency Act. For more information on the CTA visit our dedicate CTA Resource Page or schedule an appointment with us to discuss your company’s structure.