TaxBandits Knowledge Base

Does a reporting company need to submit its BOI Report to FinCEN if it ceased to exist before the reporting requirements take effect on January 1, 2024?

A company is not required to submit its Beneficial Ownership Information (BOI) Report to FinCEN if it ceases to exist as a legal entity before January 1, 2024. This means the company must have completed the entire dissolution process, such as filing the necessary dissolution documents, receiving confirmation of dissolution, paying related fees or taxes, and fully liquidating its assets and closing bank accounts.

However, if the company remained a legal entity at any point on or after January 1, 2024, even if it ceased business activities before this date, it must comply with the BOI reporting requirements. Similarly, any company created or registered on or after January 1, 2024, and later dissolved, must report its beneficial ownership information to FinCEN.

For the exact dissolution requirements, companies should refer to the laws of the jurisdiction where they were registered. Administrative dissolution or suspension does not count as ceasing to exist unless it becomes permanent.