Corporate Transparency Act Compliance – Beneficial Ownership Information

REPORTING REQUIREMENTS FOR INACTIVE OR DISSOLVED ENTITIES

On January 1, 2024 the Financial Crimes Enforcement Network (FinCEN), a bureau of the U.S. Department of the Treasury, launched the BOI E-Filing System website for reporting companies to submit their BOIRs online. If your entity is inactive or dissolved, it’s important that you read below to determine your reporting requirements.

What are the criteria for the inactive entity exemption from the beneficial ownership information reporting requirement?

An entity qualifies for the inactive entity exemption if all six of the following criteria apply:

• The entity was in existence on or before January 1, 2020.

(2)          The entity is not engaged in active business.

(3)          The entity is not owned by a foreign person, whether directly or indirectly, wholly or partially. “Foreign person” means a person who is not a United States person. A United States person is defined in section 7701(a)(30) of the Internal Revenue Code of 1986 as a citizen or resident of the United States, domestic partnership and corporation, and other estates and trusts.

(4)          The entity has not experienced any change in ownership in the preceding twelve-month period.

(5)          The entity has not sent or received any funds in an amount greater than $1,000, either directly or through any financial account in which the entity or any affiliate of the entity had an interest, in the preceding twelve-month period.

(6)          The entity does not otherwise hold any kind or type of assets, whether in the United States or abroad, including any ownership interest in any corporation, limited liability company, or other similar entity.

YOU ARE NOT ALONE!

If you have questions regarding the applicability of the CTA to your entities, whether any entity is exempt from the CTA, or how to determine who are the beneficial owners of your entity, please contact your usual ISPP attorney or paralegal, or info@irelandstapleton.com to discuss possible engagement with our firm.

Ireland Stapleton WILL NOT make these filings or updates unless you engage us to do so.

FinCEN has been notified of recent fraudulent attempts to solicit information from individuals and entities who may be subject to reporting requirements under the Corporate Transparency Act. The fraudulent correspondence may be titled “Important Compliance Notice” and asks the recipient to click on a URL or to scan a QR code. Those e-mails or letters are fraudulent. FinCEN does not send unsolicited requests. Please do not respond to these fraudulent messages or click on any links or scan any QR codes within them.