Q: Is single-member LLC with no business activity required to file BOI report?
1. Is a single-member LLC that was registered before Jan 1, 2020, never engaged in any business activity, and was later dissolved in May 2020 required to file a BOI report?
Note: It was not foreigned owned. It did not have any change in ownership. It never sent or received any funds. It did not hold any asset.
2. Is a single-member LLC that was registered after Jan 1, 2020 and has never engaged in any business activity required to file a BOI report?
Note: It is not foreign owned. It has not had any change in ownership. It has never sent or received any funds. It does not hold any asset.
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A:
Based on the Corporate Transparency Act (CTA) requirements, all domestic LLCs must file Beneficial Ownership Information (BOI) reports regardless of business activity level, with very few exceptions.
For the first LLC dissolved in May 2020, you would not need to file a BOI report since it ceased to exist before January 1, 2024, when the reporting requirement went into effect. Companies that dissolved before this date are not subject to BOI reporting requirements.
However, for the second LLC that was registered after January 1, 2020 and still exists, you would need to file a BOI report by January 1, 2025, even with no business activity. The lack of financial transactions, assets, or ownership changes does not exempt an LLC from this federal requirement. Consider filing the report through FinCEN's online portal to ensure compliance and avoid potential penalties.
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