As part of our commitment to keeping you informed, here’s what you need to know about BOI filing requirements for dissolved and withdrawn companies to stay compliant and avoid penalties.
As of January 1, 2024, many U.S. companies must report beneficial ownership information to the Department of Treasury's Financial Crimes Enforcement Network (FinCEN).
The "Reporting Company" definition generally includes LLCs, corporations, limited partnerships, and foreign entities registered to do business in any U.S. state. Some entities, like heavily regulated financial institutions, tax-exempt organizations, inactive companies, and others that meet specific operating criteria, are exempt from the BOI Report requirement.
Exemption for Companies Dissolved Before 2024: Companies that formally dissolved before January 1, 2024, and foreign companies that withdrew U.S. registration before this date are not required to file a BOI report.
Reporting Requirement for Active Entities in 2024: Companies or foreign entities that were legally active or registered on or after January 1, 2024, must file a BOI report, even if they dissolved or withdrew registration before the initial report deadline.
No Further Reports Post-Initial Filing: Once the initial BOI report is filed, no additional reports are required unless the initial information (e.g., address, ownership, etc.) changes.
Note: Entities that filed a final tax return but were not formally and irrevocably dissolved before January 1, 2024, are still required to report BOI, regardless of when they ceased operations. Single-member LLCs are considered "reporting companies" under the CTA and must file BOI reports, even if disregarded for tax purposes.
Eligible companies can file at https://boiefiling.fincen.gov/ or visit https://www.fincen.gov/boi for more information.
Q: Is a company required to report to FinCEN if it dissolved before January 1, 2024?
No. Companies formally dissolved before January 1, 2024, are exempt from BOI reporting. Formal dissolution generally includes filing dissolution paperwork, obtaining confirmation, paying required fees, and winding up all business activities. However, if a company maintained any legal status on or after January 1, 2024, it must file a BOI report, even if it completed winding up its affairs before this date.
Q: If a company created or registered in 2024 dissolves before its initial BOI report is due, must it still submit the report?
Yes. Companies created or registered in 2024 must submit a BOI report within 90 days of creation or registration, even if they dissolve shortly after. For entities formed in 2025 or later, the reporting requirement is within 30 days.
Q: Who can file a BOI report for a company created in 2024 or later that dissolves before its initial report is due?
Any authorized representative of the company—such as an employee, owner, or third-party provider—may file the BOI report, even post-dissolution. Filing arrangements should be made while the company is active to ensure timely submission.
Q: Is a foreign company required to report to FinCEN if it stopped doing business in the U.S. before January 1, 2024?
No. Foreign companies that formally withdrew all U.S. registrations before January 1, 2024, are exempt from BOI reporting. Formal withdrawal generally includes filing withdrawal paperwork, obtaining confirmation, paying applicable fees, and fully ceasing U.S. business activities. Foreign companies registered on or after January 1, 2024, are required to report, even if they later withdrew registration.
Q: Should an initial BOI report include historical beneficial owners or only those at the time of filing?
Only beneficial owners as of the filing date must be reported unless the entity is dissolved before submission. If dissolution occurs before filing, the BOI report should reflect the ownership status immediately before dissolution.
How Brinker Simpson Can Help
Although we do not facilitate BOI filings, our team is here to provide guidance and ensure you can access the necessary resources. Don't hesitate to contact us if you have questions or need help understanding the BOI filing requirements.
Deadlines to Remember
Existing companies (as of Jan. 1, 2024) File by Jan. 1, 2025.
New companies (registered between Jan. 1, 2024, & Jan. 1, 2025) File within 90 days of formation.
New companies (registered after Jan. 1, 2025) File within 30 days of formation.
Helpful Links
🔗 FinCEN Filing Link
🔗 BOI Report E-File Online Step-by-Step Instructions
