Since the Corporate Transparency Act took effect this year, we have gotten a lot of questions about how to handle corporate dissolutions – whether companies that cease to exist in 2024 must file their Beneficial Ownership Information report. As of July 8th, the regulators have given some guidance that may be helpful. There are three new questions in the CTA FAQ (C.12-14) that address dissolution of companies under various circumstances, the timing thereof, and the application of filing requirements thereto.
WHY IT MATTERS
The upshot is this: if a company exists in 2024, it is covered by the CTA. If it is a reporting company, it likely has to file even if it is dissolved in 2024.
If a reporting company (see Question C.1) continued to exist as a legal entity for any period of time on or after January 1, 2024 (i.e., did not entirely complete the process of formally and irrevocably dissolving before January 1, 2024), then it is required to report its beneficial ownership information to FinCEN, even if the company had wound up its affairs and ceased conducting business before January 1, 2024.
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