Arizona Entity/CTA Advisory (Former Clients)

During your time as a client with Lodmell & Lodmell, you set up one or more legal entities which are registered with the State of Arizona. As such, these existing entities have remained active and Lodmell & Lodmell has been sitting in the role of Registered Agent for these entities. Because you are no longer a client of Lodmell & Lodmell, we can no longer serve as your registered agent for any of the entities you may have. 

It is imperative that you get your entity/entities updated and reported because the Corporate Transparency Act (CTA) took effect on January 1, 2024. The CTA requires most existing companies (including LLCs and Limited Partnerships)  to report the beneficial owners of the company and supply personal identification. You can directly report your entities directly on the FinCEN website

You should file the report by clicking "File Online BOIR." For step by step instructions, please see the attachment specifically created by FinCEN.

Failure to report your entities can result in major civil and criminal penalties. The penalties can include  Up to $500 per day, not more than $10,000 or 2 years in prison or both. If you created a new company on or after January 1, 2024, you will have 90 days to file the report. For any companies already in existence, you must file their first report by January 1, 2025. Reporting companies created or registered next year – after January 1, 2025 – must file their initial BOIRs within 30 days after receiving actual or public notice that their creation or registration is effective. Following the initial report, if there is any change with respect to required information previously submitted to FinCEN concerning a reporting company or its beneficial owners, including any change with respect to who is a beneficial owner or information reported for any particular beneficial owner, the reporting company must file an updated report within 30 calendar days after the date on which the change occurs. Otherwise, there is no ongoing filing requirement.

In addition to the requirements of the CTA, you have three different options with respect to the entity/entities we were the registered agent for: 

1. Dissolve your entity: If you no longer use the entity(ies), then you can go through the Arizona State website to dissolve the entity. Please note that even if you dissolve your entity this year, you are still required to report it under the CTA.

If you are no longer using the entity or entities, then you may dissolve the entity by going through Arizona’s Secretary of State and requesting that your entity be dissolved. This is required because Arizona will not automatically dissolve the entity. Instead, the entity will remain active and therefore the entity will likely have to comply with the CTA reporting. You can find the necessary form here: https://azsos.gov/business/partnerships/partnerships-form-directory 

2. Update Registered Agent in Arizona: If you do still use the entity/entities, then you can assign another firm, company, or person, in Arizona, to act as the registered agent. 

The firm, company, or person must be located in Arizona in order to act as a registered agent for your Arizona entity/entities. The address MAY NOT be a P.O. Box. You can make updates to your Limited Partnership on the following website: https://azsos.gov/business/partnerships/partnerships-form-directory 

3. Move your Entity out of Arizona: Transfer your entity/entities to the State you reside in and make yourself or your local attorney the registered agent. 

This option is so that you can maintain your entities in your state. If you decide to choose this route, you should consult your local attorney and CPA. 

As a former client of Lodmell & Lodmell, please note that Lodmell & Lodmell will not assume responsibility for any CTA reportings or associated penalties. The responsibility for complying with the requirements of the CTA, including the filing of necessary reports, rests entirely with the individual and their respective entity. It is the individual's obligation to ensure that all CTA obligations are met in a timely and accurate manner. Any consequences arising from non-compliance or failure to adhere to CTA regulations will be the sole responsibility of the individual and their entity, and Lodmell & Lodmell shall not be held liable for such outcomes.

We strongly encourage you to report your entities as soon as you can so that you are not at risk of failing to timely report. If you have any questions or concerns, please do not hesitate to reach out.