All entities created by a filing with the secretary of state or equivalent government office are considered reporting companies unless they meet one of the specific exemptions listed in the Corporate Transparency Act (CTA). Although there are 23 types of entities that are exempt from BOI reporting requirements, they are primarily entities that are otherwise regulated or required to report beneficial ownership information to another government agency. As such, most small businesses do not fall within an exemption to the CTA and are therefore required to file a BOI report with FinCEN.
“My company never conducted or no longer conducts business, so it is not subject to CTA.” Although there is an inactive entity exemption, it consists of 6 very specific requirements, all of which must be satisfied. The entity (a) must have been in existence on or before January 1, 2020, (b) cannot be engaged in active business, (c) may not be owned by a foreign person, (d) may not have had any change in ownership in the preceding 12-month period, (e) may not have sent or received any funds in an amount greater than $1,000 in the preceding 12-month period, and (f) may not hold any assets, including ownership interest in another entity. If a reporting company does not meet every one of the 6 prongs, it does not qualify for the inactive entity exemption.
“My company is dissolved, so it is not subject to CTA.” In an effort to provide clarity, FinCEN recently released FAQs that establish that a reporting company in existence on or after January 1, 2024, when the Beneficial Ownership Information Reporting Requirements became effective, must file a BOI report even if it later formally and irrevocably dissolved. Additionally, FinCEN notes that a company that is administratively dissolved generally does not cease to exist as a legal entity because it has limited continued existence under state law. Administratively dissolved reporting companies are therefore still under the obligation to file a BOI report.
The intent of the CTA is to gather beneficial ownership information for companies that may not otherwise report such information. The regulations written to enforce the CTA are broad and the exemptions are narrowly tailored. Accordingly, most companies fall under the CTA definition of a reporting company and are therefore required to file a BOI report. There are strict penalties for violating the BOI reporting requirements including civil penalties of $591 for each day the violation continues. If you are unsure if your company is a reporting company, try our CTA Exemption Wizard to help you assess whether your company is subject to the CTA’s reporting requirements. If you find that your company must submit a BOI report, use our CTA Beneficial Owner Wizard to determine if you are considered a beneficial owner.
Navigating annual report compliance can be complex and missed deadlines can result in consequences such as administrative dissolution or tax liens. Maintaining good standing requires filing timely annual reports in most states, but many no longer send reminders, leaving companies to track their own reporting obligations.
Capitol Services has an entire team of specialists dedicated solely to annual reports. With no upfront costs and secure online access, you’re able to focus on the growth of your business while we keep your company compliant.
On September 1, 2024, the new Texas Business Court opened for business. The Texas Business Court is a statewide, specialized trial court created to resolve and streamline complex business disputes. The new court has jurisdiction over specific commercial cases, such as corporate governance and derivative proceedings, in which the amount in controversy exceeds $5 million. It may also hear cases exceeding $10 million in controversy for certain commercial transaction and contract disputes. Additionally, the Texas Business Court has jurisdiction over cases against publicly traded companies and began accepting qualified transfers upon opening.
The Texas Business Court is composed of eleven geographical divisions consistent with the existing Administrative Judicial Regions. The First, Third, Fourth, Eighth, and Eleventh divisions are currently operational. They are respectively located in Dallas, Travis, Bexar, Tarrant, and Harris counties and each include multiple surrounding counties. The remaining divisions will begin opening in 2026. Texas Business Court cases must be appealed to the new statewide Fifteenth Court of Appeals.
Capitol Services now includes the Texas Business Court in our litigation searches for jurisdictions that fall within one of the court’s newly opened divisions. As the remaining divisions become operational, we will continue to add the Texas Business Court to your litigation search options. More information, including a map and list of counties served by each division, can be found at the link below.
Territory Sales Manager Tom Woodrome attended the National Association of Legal Assistants conference in Louisville, Kentucky on July 10. It was great to see everyone and connect with so many amazing professionals, and we give a big thank you to all who stopped by to chat with us!
Photo: Tom Woodrome with Jeanie Johnson.
DALLAS CLIENT RECEPTION
On July 25, Kevin Roberts, Faiz Ahmed, Kristi Solt, Brittany Johnson, Burton Cleveland, Anna Cox, and Rodney Waller attended our Dallas client reception hosted at Culinary Dropout. We absolutely love that we get to connect and reconnect in person with so many of you each year at these events! More photos can be found here.
Photo Left (L–R): Kevin Roberts, Brittany Johnson, and Nick Jamele.
CAPITOL SERVICES SUMMER PARTY
Each Capitol Services branch celebrated in style with our Annual Summer Party! From delicious food to thrilling axe throwing, it was the perfect way to unwind and enjoy the season. More photos can be found here.
Photo: Carlo Francia (Learning and Development — Austin) flexes his axe-throwing skills.
RICHARD GALLEGOS
2017 · Austin · Registered Agent
What’s your current role at Capitol Services?
Registered Agent (resignations guru).
What do you love most about the internet?
Looking up friends, family, and coworkers’ criminal history.
What topic do you always give your two cents on?
Y2k was an inside job!
If you were entering a baking contest, what recipe would you make?
Whatever Betty Crocker or ChatGPT recommends.
BONNIE BERNARD
2018 · Carson City · Registered Agent
What’s your current role at Capitol Services?
Currently I’m a customer service specialist in Registered Agent, and I love it so far!
What do you love most about the internet?
It’s brought some wonderful people into my life, through following some of my favorite bands. And interacting with those bands is pretty cool, too. Also, I found out about this job at Capitol due to the internet! (Thanks to Steph’s post on Facebook.)
What topic do you always give your two cents on?
Football. Especially my 49ers. I need to disengage already and that’s probably what I HATE most about the internet, lol.
If you were entering a baking contest, what recipe would you make?
Probably my mom’s thumbprint cookies. It was a basic recipe, but I loved making them with her when I was a kid; plus, easy and yummy.
Our Sales team is joined by Zach Ferretti who comes on as our Corporate Sales Manager. Born in Charlotte, North Carolina, Zach and his fiancée recently relocated from Chicago, Illinois, to Denver, Colorado, where they live with their dogs, Henry and Theo. When not planning their 2025 wedding, they enjoy spending time outdoors with their dogs, attending concerts, or taking in hockey or baseball games. Favorite vacations include Italy and Costa Rica, either of which they’d love to call home one day.
Megan Goad joins our Accounting team as an Accounts Receivable specialist. Born in West Virginia, Megan has lived all over the U.S. but calls Texas home. Her family includes 4-year-old son, Koda, and dog, Zelda. She’s an avid gamer, but also enjoys painting and exercise. Her favorite vacation to date was Cancun, Mexico, which had the most beautiful body of water she’s ever been in.
Steven Kinney joins our Sales team as our first Chicago-area Territory Sales Manager. Steven is native to the Chicago area, growing up in Lombard. His family includes his wife of 3 years, their 19-month-old son, and a very loved grumpy old Dachshund. His hobbies include golf, golf, and when he has time, golf. When he’s not spending time with his family or golfing, his favorite vacations are spent at his lakehouse in Ontario, Canada, where he gets to enjoy fishing, hiking, and golfing.
Misty Bryant also joins our Accounting team as a second Accounts Receivable specialist. Misty is originally from Colorado City, Texas and moved to the Austin area 4 years ago after spending time in Memphis, Tennessee. When she’s not knitting or crocheting, you might find her outside enjoying some fresh air on a long walk. She has 3 children, 3 grandchildren, and a cat named Miko.
Baton Rouge
Our Lien Researchers welcome Alvin Coleman to the crew. Alvin comes to us with over a decade of experience working as a librarian technician with the East Baton Rouge Parish Library, which makes him an amazing fit for our team. Alan is native to Baton Rouge, and while technically not a pet owner, stray cats seek him out! He absolutely loves to travel when he can, particularly to Mexico.
Sacramento
Mark Holloway joins our Corporate team with almost 30 years of industry experience. Originally from Oklahoma, this OU Sooners fan is based in Texas as he works West Coast hours to support our busy Sacramento team. Mark has been playing guitar since age 13 and has a knack for song lyrics and music trivia. His most interesting vacation was in 2017 when he won a trip to New York City, attended Nathan’s Famous International 4th of July Hot Dog competitive eating event, and met eating champion Joey Chestnut.
Tallahassee
Jennifer Bialowas has come on as a Lien specialist, bringing valuable industry experience. Originally from Georgia, Jennifer has lived in Tallahassee for over 10 years and has 2 cats. Her hobbies include gardening, cooking, and watching hockey, but she also loves to travel! She enjoys cruise excursions, beaches, and exploring new cities.
LIFE OUTSIDE
Cruise Control
In 2003, Greg Wente (IT — Austin) embarked on his first cruise ship for a 5-day adventure with his partner to Mexico. Twenty-one years and 24 cruises later, he’s amassed countless memories from his world exploration via cruise vessels, including fun ones like fully costumed Halloweens on deck, and amazing ones such as watching whales surface at the port side of the ship.
So what are the obvious perks to cruising? He says you can’t beat meeting new people and experiencing diverse cultures. Onboard, there are a plethora of activities available for personalities of all types. A less obvious perk includes reaching VIP status (he’s just shy of Diamond status, for inquiring minds), as this designation qualifies cruisers for premium incentives, offers, and upgrades.
“Cruising is an absolute blast and one of my favorite ways to vacation. If you haven’t tried it yet, you definitely should!” – Greg Wente
We asked Greg what advice he had for others given his steadfast commitment to cruising, and he says that room location is crucial! Research cabin location before booking, a room above the mechanical room will wake you by 8:00 a, and rooms above or below entertainment areas can be noisy well into the night. Avoid rooms below the gym for similar reasons. For those sensitive to motion, choose a midship, lower deck room to minimize swaying. Perhaps most importantly is to return to your ship on time, because the ship is departing with or without you.
EMPLOYEE ANNIVERSARIES
We’d like to give a big shout-out to the following employees who are celebrating 5 or more years with the Capitol Services group of companies this quarter. Thank you!
Pauline Butler
8/24/1992
Austin
Donna Quickenton
8/18/1997
Albany
Natalie Holmes
8/03/1998
Albany
Bobbie Marmolejo
7/12/1999
Austin
Leigh Johnson
8/01/1999
Sacramento
Mary Ybarra
9/27/2004
Austin
Mary Ann Quick
9/01/2005
Austin
Jason Brantley
7/16/2007
Austin
Annie Roberts
8/13/2007
Austin
Gerianne Lawrence
9/01/2007
Austin
Janine Bequette
7/25/2011
Dover
Sadi Boyette
8/10/2011
Dover
Lynette Bass
9/26/2011
Baton Rouge
Kay Crawford
9/03/2013
Austin
Jessica Davis
7/15/2014
Dover
Landon Russell
7/16/2014
Austin
Steve Elias
7/06/2015
Sacramento
Anna Cox
8/02/2015
Austin
Winter Gordon
8/10/2015
Baton Rouge
Brian Radecki
8/18/2015
Austin
Alicia Pacey
9/08/2015
Austin
Kathryn Ball
9/14/2015
Austin
Stephanie Herget
9/14/2015
Carson City
Sasha Stevic
8/14/2017
Austin
Kim Tadlock
8/27/2017
Tallahassee
Stephanie Denny
7/18/2018
Carson City
Kathy Ballard
9/17/2018
Dover
YOUR PHONE-A-FRIEND MET ITS MATCH
One is who you call when you need an answer in a pinch, the other is how you call when you need an answer in a pinch. Both classics in their own right, our iconic Logo stands next to an iconic London phone box.
Get your good lookin’ self in our newsletter! Just take a photo in your Capitol Services swag on your next trip and share it with us.
The January 1, 2025, FinCEN Beneficial Ownership Information (BOI) report due date is right around the corner! To quickly determine who needs to be listed on your form as a beneficial owner, utilize our CTA Beneficial Owner Wizard before building your report.
“I would like to compliment Rhonda Peirce. She is always so helpful and quick to respond to all our questions and requests. I appreciate her very much!”
— Ashlee M. – Houston, TX
Kathy and Brian, Spot On:
“Everything that Capitol does for me, and it’s a lot, is always spot on. Professional and efficient. I must specifically shout out to Kathy Ballard and Brian Radecki. They assist me almost daily!”
— Debrah A. – Dallas, TX
A World of Difference:
“Your company has provided such a great service to us over the years. I was just having a conversation yesterday with a coworker about how switching to Capitol Services as our registered agent made a world of difference. Your customer service is exemplary.”
— Kyria C. – Dallas, TX
A trusted nationwide provider of registered agent, corporate, and lien services since 1978. Albany | Austin | Baton Rouge | Carson City | Dover | Sacramento | Tallahassee
