Your "Dormant" LLC Is a Ticking Time Bomb.
I got a call from a client yesterday. He has an old LLC he set up for a consulting gig in 2022. He hasn't used it in 2 years. He thought: "It has $0 revenue. I don't need to file anything."
He was wrong. In 2024, the Corporate Transparency Act (CTA) went into effect. It requires every LLC (even empty ones) to file a Beneficial Ownership Information (BOI) report with FinCEN. The deadline for existing companies was January 1, 2025.
He missed it. The Penalty: $500 per day. It is now December 2025. He is roughly 360 days late. 360 days * $500 = $180,000.
This is not a tax. It is a civil penalty. You cannot declare bankruptcy to get out of federal fines easily. Here is why you need to check every single entity you have ever created immediately.
1. The "Dormant" Fallacy
You think: "The IRS doesn't care about my $0 LLC." Correct. The IRS doesn't. But FinCEN does. FinCEN tracks money laundering. They don't care about revenue. They care about existence. If the LLC exists on the State Secretary's website, you owe a report. If you didn't formally dissolve it (pay the dissolution fee), it is active. And the meter is running.
2. The "Privacy" Myth
"I used a Registered Agent so my name isn't on public record!" That is exactly why this law exists. They want to know who actually owns it. You must upload your Passport or Driver's License to the federal government. If you refuse? Criminal penalties (up to 2 years in prison). This is not a drill. The "Anonymous Shell Company" era is over.
3. The "Update" Trap (30 Days)
It gets worse. If you move houses? You have 30 days to update FinCEN. If you get married and change your name? 30 days. If you renew your Driver's License? 30 days.
If you forget to update the government every time your life changes, the $500/day clock starts ticking again. It is a compliance nightmare designed to catch you slipping.
The Real Numbers: Compliance vs. Fine
I compared the cost of fixing this now vs. waiting for the letter.
| Scenario | Cost to File | Penalty |
|---|---|---|
| File Today (Late) | $0 (FinCEN website) | Unknown (Beg for mercy) |
| File via Lawyer | $300 | Lower (They write a "Reasonable Cause" letter) |
| Ignore It | $0 | $500 / day (Until they catch you) |
The Verdict: Go to fincen.gov/boi right now. If you have an old LLC you don't use, dissolve it immediately with your state. Dead companies don't pay fines.