The Corporate Transparency Act, a federal law, was designed to prevent white collar crime such as money laundering, tax evasion, and diverting funds to political and militant extremists. It requires companies to divulge more information about officers and business dealings through Beneficial Ownership Information (BOI) reports. It was created by the Treasury Department’s Financial Crimes Enforcement Network (FinCEN).
The law is aimed at newly-formed firms and seeks to identify individuals with a 25 percent or more stake or substantial control over companies with business interests in the U.S.
The regulations for reporting were delayed from the planned January 1, 2024 implementation due to lawsuits and confusion about the law’s effect on small businesses. The reporting requirement was suspended indefinitely in March 2025 for American-run companies. It is still in effect for international interests doing business in the U.S.
What Florida Businesses Need to Know About the Corporate Transparency Act
The Corporate Transparency Act was created by Congress in 2020 but began as part of reporting requirements in the 1990s that were augmented by the 2002 Patriot Act.
The Beneficial Ownership reporting requirement was amended many times, including to capture virtual transactions such as those using cryptocurrencies. In its current form, the law requires this information only from foreign companies doing business in the U.S. The current BOI rule does not require any U.S. citizen to be named.
International companies doing business in the U.S. or formed after January 1, 2024 must file. These are companies and business entities like trusts and foundations that have registered with the secretary of state in the location they do business. Others, like sole proprietors holding rental properties, may not need to register. The BOI information that companies and entities must supply includes the following information:
- Legal names of majority owner(s) and/or stockholder(s)
- Company name and d/b/a
- Date of birth
- Home address (where incorporated or based)
- U.S. business address
- Proof of identification (driver’s license or passport)
Critically, international businesses required to register must keep their information updated. Changes in officers or even in business addresses should be updated whenever necessary for compliance. Daily fines may apply to those who neglect the reporting responsibility.
Who Qualifies for a CTA Exemption in Florida?
Any U.S.-based business with American citizen ownership and shareholders is currently exempt from CTA requirements. In addition, businesses with more than $5 million in annual gross receipts or sales and 20 full-time employees are considered large operating companies and are therefore exempt.
Exemptions also apply to:
- Accounting firms
- Utilities
- Insurance companies
- Tax-exempt entities
- Governments
- Some financial firms
Florida companies operating in FEMA-designated hurricane zones that were affected by named storms Milton, Francine, Helene, Debby, or Beryl were provided an additional six-month period for compliance.
If you have questions about the citizenship status of your company’s beneficial owners or concerns about the CTA requirement because your company was not formed in the U.S., consult with a law firm that specializes in business law.
How to File a FinCEN BOI for Your Florida Business
The federal government provides an online form for companies to submit their required BOI information. It allows several entries for companies with multiple beneficial owners. The company applicant should be the name and identifying information of the person submitting the form.
If your company still has questions about qualifying for this requirement, how to file, or who should be named as a beneficial owner, the professionals at Woodward, Kelley, Fulton, & Kaplan can help. We are business and corporate law experts with decades of experience in state and federal reporting requirements. Contact us with your questions.
