Updated FAQs released by FinCEN clarify that business entities that ceased to exist prior to January 1, 2024, are not required to file beneficial ownership information (BOI) reports with FinCEN.
The relief from filing for dissolved entities only applies to entities that entirely completed the process of formally and irrevocably dissolving prior to January 1, 2024. Businesses that are administratively dissolved or suspended (e.g., for failure to pay a filing fee or comply with certain jurisdictional requirements), generally do not cease to exist as a legal entity unless the dissolution or suspension becomes permanent. Until dissolution or suspension becomes permanent, these entities must file BOI reports to avoid potential penalties.
An entity created after December 31, 2023, must still file a BOI report even if it dissolved prior to January 1, 2025. These reports must be filed within 90 days of receiving actual or public notice of creation or registration if the entity was created in 2024.
An entity that files an initial BOI report and then ceases to exist is not required to file an additional report to notify FinCEN that the company is no longer in existence.
The updated FinCEN FAQs are available at:
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