BOI filing assistance for dissolved/reinstated entities

Who must file when an entity was dissolved or reinstated - If a reporting company (i.e., a non‑exempt entity covered by the Corporate Transparency Act/FinCEN BOI Rule) continued to exist as a legal entity for any period on or after Jan 1, 2024, it is required to report BOI to FinCEN—even if it wound up affairs and ceased conducting business before Jan 1, 2024—unless it had been "formally and irrevocably" dissolved before Jan 1, 2024. (FinCEN FAQ.) - A reporting company created or registered in 2024 must file its initial BOI report within 90 days of receiving actual or public notice of formation/registration (2025 and later: 30 days).

If such a company is dissolved before its filing deadline, it nevertheless must still file the initial report within the applicable deadline. (FinCEN FAQ and later FAQ clarifications.) - Administrative dissolution or suspension (for failure to file fees, etc.) generally does not mean the entity has ceased to exist (states often allow reinstatement); therefore administrative dissolution typically does not remove BOI obligations. (FinCEN FAQ; law-firm guidance.)

Who must file when an entity was dissolved or reinstated - If a reporting company (i.e., a non‑exempt entity covered by the Corporate Transparency Act/FinCEN BOI Rule) continued to exist as a legal entity for any period on or after Jan 1, 2024, it is required to report BOI to FinCEN—even if it wound up affairs and ceased conducting business before Jan 1, 2024—unless it had been "formally and irrevocably" dissolved before Jan 1, 2024. (FinCEN FAQ.) - A reporting company created or registered in 2024 must file its initial BOI report within 90 days of receiving actual or public notice of formation/registration (2025 and later: 30 days).

If such a company is dissolved before its filing deadline, it nevertheless must still file the initial report within the applicable deadline. (FinCEN FAQ and later FAQ clarifications.)

• Administrative dissolution or suspension (for failure to file fees, etc.) generally does not mean the entity has ceased to exist (states often allow reinstatement); therefore administrative dissolution typically does not remove BOI obligations. (FinCEN FAQ; law-firm guidance.)

What to report if the company is dissolved before filing - If an initial BOI report is filed after the company ceases to exist, the report should reflect the BOI accurate as of the moment prior to the reporting company ceasing to exist (i.e., the BOI at the relevant time just before dissolution/winding up). (FinCEN FAQ; Holland & Knight summary.) - If an entity files an initial report and then dissolves, FinCEN does not require a separate follow-up report notifying FinCEN of the dissolution. (FinCEN FAQ.)

Who can submit the report / who should act - Anyone authorized by the reporting company may submit the BOI report on the company’s behalf—this can include employees, owners, or third‑party service providers. FinCEN’s guidance contemplates third-party filings on behalf of dissolved companies. Because FinCEN’s guidance does not always specify who will bear legal liability, document formal authorization and consider indemnity/insurance/compensation arrangements before dissolution. (FinCEN FAQ; practice guidance.)

Reinstated entities and timing implications - Reinstatement generally restores the legal existence of the entity under state law. If an entity is reinstated and exists on or after Jan 1, 2024, BOI obligations that apply to its creation date or existence will be relevant. If a company was administratively dissolved but later reinstated, you must assess whether the initial-reporting deadline passed while the entity existed (or after reinstatement) and file accordingly. In short

reinstatement typically results in the entity being subject to BOI reporting when it exists during the covered window—check formation/registration dates, state reinstatement rules, and applicable filing windows.

Exemptions and special situations (brief) - FinCEN’s rule includes enumerated exemptions (e.g., certain large operating companies, many tax-exempt entities, government-owned, and some subsidiaries). Whether an entity qualifies for an exemption depends on meeting the specific regulatory tests; dissolution or reinstatement does not automatically create or remove an exemption—evaluate facts against the exemption tests. (FinCEN BOI guidance.)

EIN and BOI filing relationship - BOI obligations track legal existence and reporting-company status under the CTA and implementing rule—not IRS EIN issuance. Having or not having an EIN does not solely determine BOI obligations. Verify legal-entity existence and reporting-company status under the CTA and FinCEN guidance; consult your tax advisor on EIN re-use or issuance after reinstatement. (FinCEN FAQ context; IRS guidance on EINs for administrative background.)

Practical compliance checklist for dissolved or reinstated entities - Step 1

Determine the entity’s formation/registration date and the exact date it "ceased to exist" under the law of formation (did it complete a formal and irrevocable dissolution?). Consult state corporate statutes and the state filing record. - Step 2: If the entity existed at any time on/after Jan 1, 2024 (and is not otherwise exempt), treat it as subject to BOI reporting and determine the applicable initial-reporting deadline (pre‑2024 entities: Jan 1, 2025 deadline for many; entities formed in 2024: 90 days; 2025+: 30 days). Confirm deadlines using FinCEN materials and the BOI Rule text. - Step 3: Collect required BOI (beneficial owners, company applicants as applicable, and required identifying information) as of the relevant moment (just before dissolution if filing after dissolution). - Step 4: Authorize an agent or designate a responsible person to submit the report and preserve written authorization. If the entity no longer has officers, ensure the person filing has documentary authorization (engagement letter, power of attorney, written consent). - Step 5: File the initial BOI report with FinCEN within the applicable deadline, and thereafter file updates if BOI changes per FinCEN’s update rules. No separate dissolution notice is required after filing. - Step 6: Keep records and consider indemnities/insurance to cover filing costs and potential liabilities associated with post-dissolution filings. - Step 7: If you’re unsure whether an entity is exempt, consult counsel—exemption tests are fact-specific.

Risks and enforcement - FinCEN’s implementation materials and the CTA tie BOI obligations to legal entities; failure to timely file or willful failure to report can lead to enforcement under the CTA. Because FinCEN guidance leaves some operational questions (e.g., who precisely bears filing liability for an entity that no longer has officers), consult counsel and consider proactive arrangements (authorization and payment for filings) prior to dissolution. (Law-firm commentary and FinCEN guidance.)

Recommended immediate actions for business owners/LLC founders - If you plan to dissolve an entity that existed on or after Jan 1, 2024, factor BOI filing into the dissolution plan

collect BOI, authorize a filer, and file within deadlines. - If you previously dissolved an entity but it was not "formally and irrevocably" dissolved before Jan 1, 2024, confirm whether an initial BOI report is required and, if so, arrange for timely filing. - For administratively dissolved entities, check state reinstatement windows and whether reinstatement will affect BOI deadlines; consult both state corporate counsel and a CTA/FinCEN specialist. Caveat: This summary is based on FinCEN FAQs and public guidance and interpretive commentary from professional-service firms; it is not legal advice. Complex situations (e.g., funds winding up, subsidiary exemption questions, cross-border issues, or uncertainty about whether an entity "ceased to exist") should be reviewed by counsel.