Companies hoping to avoid beneficial owner reporting requirements under the Corporate Transparency Act (CTA) by dissolving or merging entities out of existence got some bad news recently. On July 8, 2024, FinCEN announced that only companies dissolved prior to January 1, 2024, would not have to file BOI reports--and that companies dissolved after January 1, 2024, must still file a BOI report even if they no longer exist. Entities merged out of existence will likely need to adhere to the same rules.
While there have been legal challenges brought against the CTA, companies formed prior to 2024 must still comply with the reporting requirements by the end of the year. Companies formed during 2024 must file their BOI report within 90 days of formation.
FinCEN released new guidance that companies that were formally “dissolved,” ceased to exist, before January 1, 2024 are not required to file an initial BOI report; however, companies dissolved on or after January 1, 2024 must still file an initial BOI report, despite the fact that they are no longer in existence. This means that all dissolved companies must now determine whether their initial BOI report was ever filed and, if not, whether they should now file the BOI report before the applicable filing deadline. Additionally, companies that have merged out of existence should also be prepared to undergo similar analysis, as this new guidance raises the question of whether such companies will be required to file separate BOI reports as well.
https://www.jdsupra.com/legalnews/corporate-transparency-act-new-8171574/
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