CTA Compliance for Dissolved Companies: New FinCEN Guidance on Beneficial Ownership Information Reporting

This CLE webinar will provide corporate counsel with guidance on the U.S. Department of the Treasury's Financial Crimes Enforcement Network's (FinCEN) new interpretive guidance on reporting requirements for entities that are dissolved or cease to exist after Jan. 1, 2024. Learn the key takeaways from the new guidance, including when dissolved or dissolving companies should file a report, what information time frame should be reflected in reports, who is authorized to file such reports, and more.

Under the Corporate Transparency Act (CTA) and FinCEN's implementing rules, most new and existing corporate entities in the United States are required to report beneficial ownership information (BOI) to FinCEN. On July 8, 2024, FinCEN released new guidance, effective immediately, that addresses BOI reporting requirements under the CTA for entities that are dissolved or cease to exist after Jan. 1, 2024. Under the guidance, any non-exempt reporting company that was not "formally and irrevocably" dissolved prior to Jan. 1, 2024, must file a BOI report by the applicable reporting deadlines.

The new guidance represents a significant expansion of BOI reporting requirements under the CTA. It imposes reporting obligations on entities that may previously have been thought to be outside the ambit of the CTA. Persons who own or manage entities that will dissolve or have already dissolved in 2024 or were not dissolved irrevocably may face BOI reporting requirements. The guidance raises significant issues regarding compliance and liability for noncompliance.

Listen as our panel offers a summary of the CTA and explores the new interpretive guidance on BOI reporting for dissolving or dissolved entities and delves into the complex issues and compliance considerations raised by the new guidance.