Have an inactive corp or llc?

[ajg617]

Today I received an email referencing a company that I created in 1997 but has been inactive for many years. It went directly into my spam folder (comcast placed it there). But the subject caught my attention FinCEN BOI report coming due - something I'd never heard of. Well, for anyone that has a C-Corp, S-Corp, or LLC you may want to have a look at FinCen.gov (Dept of the Treasury, Financial Crimes Network - that's when I started to pay a bit more attention). Seems a law took effect Jan 1st, 2024 requiring companies (unless they are exempt and there are strict criteria) to file a BOI (Beneficial Ownership Information) Report. It impacts all non-exempt corporations and LLCs. There are BBB fraud alerts for third parties sending letters/emails on filing a report (for a fee - it's free if you file it directly with FinCEN). Bottom line, if you haven't dissolved the company before 1/1/2024, a report may be required for non-exempt companies though the BOI literature is actually very weak in saying that. Apparently states don't necessarily share dissolution information with FinCen, and may not even be aware of the new law in effect.

 

[txloser]

This is surprising many. I’m on my HOA board and we’re having to deal with this now. Just found out about it 2 weeks ago.

 

[ajg617]

This is surprising many. I’m on my HOA board and we’re having to deal with this now. Just found out about it 2 weeks ago.

Yes, this is nuts and impacts a lot of folks that I know. I was shocked that HOAs might be included which could be a real problem for us. HOA rules were filed with the state in 1990 and I was on the first board. Nobody that built later was interested and no fees were ever collected but it still exists. I'm probably the only one left in our area that was involved and of course, all the HOA rules have been ignored for nearly 35 years. And, administrative dissolution is not a legal dissolution in FinCEN's eyes. So, not paying state fees for annual reports is not a permanent dissolution of a corporate entity.

 

[Soundsailor]

Inactive entities are exempt.

 

[ajg617]

Inactive entities are exempt.

Being exempt does not mean you don't have to file a report indicating you are exempt.

Here's some clarification I received from Treasury:

"For specifics on how to determine when a company ceases to exist as a legal entity, consult the law of the jurisdiction in which the company was created or registered. A company that is administratively dissolved or suspended—because, for example, it failed to pay a filing fee or comply with certain jurisdictional requirements—generally does not cease to exist as a legal entity unless the dissolution or suspension becomes permanent."

In NH, these are the steps for dissolution:
Step 1. The first step in dissolving a Corporation is for the Board of Directors to vote, either through a meeting or written consent, to recommend dissolution to the Shareholders.
Step 2. Once the Board of Directors have voted, with the necessary number of votes, to dissolve the Corporation, the Shareholders must vote, either through a meeting or written consent, to approve the dissolution.
Step 3. At any time after dissolution is authorized, Articles of Dissolution must be filed with the New Hampshire Secretary of State.
Step 4. At any time after dissolution is authorized, a Final Tax Return must be filed with the New Hampshire Department of Revenue Administration