FinCEN clarifies that entities that are dissolved in 2024, or merge into other entities in 2024, do still have beneficial ownership information filing requirements if not exempt.

*A significant point of consideration for larger, privately held companies lies in the structuring of their employee base. Many companies opt for a structure where all employees are retained in a separate subsidiary or subsidiaries for various operational reasons, including tax benefits and employment-related efficiencies. However, under the CTA, this common practice could inadvertently expose companies to reporting requirements.With the Corporate Transparency Act (CTA) now in effect, it is crucial for privately held mid-sized and large companies to look into and re-examine their corporate structures to ensure compliance with the new law. While the CTA primarily targets smaller companies in lightly regulated industries, larger companies should not automatically assume they and all of their affiliates are exempt from its reporting requirements. This is particularly true for those using common employee structures where employees are retained in separate subsidiaries or affiliates of a holding or operating company of the business. Such structures could inadvertently place the holding and operating companies, as well as their subsidiaries, under the ambit of CTA’s reporting requirements, underscoring the need for a comprehensive review of such businesses’ corporate and employment structures to ensure full compliance with the CTA. We will discuss the employee prong of the “large operating company” exemption in more detail below, with examples of how an organization’s structure might affect the analysis.