Quick Answer: Florida LLCs, corporations, and other U.S.-formed entities no longer have to file beneficial ownership information (BOI) reports with FinCEN. A final rule issued August 11, 2026 permanently removes the requirement for U.S. companies and U.S. persons under the Corporate Transparency Act. Only certain foreign-formed companies registered to do business in the U.S., including those registered with Sunbiz, still have to report, and only for their non-U.S. owners. Florida has no state-level BOI law.
What Changed and When
The Corporate Transparency Act (CTA) has followed a winding path since it took effect January 1, 2024. After a series of court challenges disrupted enforcement, FinCEN temporarily suspended the requirements and then issued an interim final rule on March 26, 2025 that effectively eliminated the requirements for U.S. companies. The August 2026 final rule adopts the interim rule without substantive changes, making that relief permanent.
The rule became effective upon publication in the Federal Register on August 14, 2026. In addition, FinCEN announced that it will remove and delete previously submitted beneficial ownership information associated with U.S. persons who are now exempt from the reporting requirements.
| Date | Event |
|---|---|
| Jan 1, 2024 | CTA reporting begins |
| Dec 3, 2024 | Texas court issues nationwide injunction |
| Mar 26, 2025 | Interim rule exempts U.S. companies |
| Aug 11, 2026 | Final rule makes exemption permanent |
| Aug 14, 2026 | Rule effective; U.S. data to be deleted |
Who Is Exempt in Florida
Every entity formed under Florida law is exempt. That includes Florida LLCs, for-profit corporations, limited partnerships, and any other entity created by filing with the Florida Division of Corporations. Limited liability companies, limited partnerships and other legal entities formed in the U.S. will no longer have to provide the names, birthdates and other details of anyone who controls them or owns at least 25 percent of their shares.
The exemption extends beyond the entities themselves. The final rule not only continues to exempt reporting companies from having to report the BOI of U.S. person beneficial owners and U.S. person beneficial owners from having to provide BOI to reporting companies; it also exempts reporting companies from having to submit information about their U.S. person company applicants to FinCEN and exempts U.S. person company applicants from any obligation to provide their information.
If you previously obtained a FinCEN identifier, that obligation is gone too. The final rule exempts all U.S. persons from the requirement to update information already provided to FinCEN in connection with obtaining a FinCEN identifier.
Who Still Has to File
The remaining obligation falls on foreign-formed entities. FinCEN revises the regulatory definition of “reporting company” to mean only those entities that are formed under the law of a foreign country and that have registered to do business in any U.S. State or Tribal jurisdiction by the filing of a document with a secretary of state or similar office.
This matters in Florida more than in most states because of the volume of Canadian, Latin American, and European companies that qualify to do business here. This is a registration-based trigger. Buying a Florida property does not automatically create a reporting company. However, a Canadian corporation or partnership can become a reporting company if it completes foreign qualification to support leasing, contracting, staffing, or other ongoing business activity.
Foreign reporting companies file a reduced report. These foreign companies do not need to report BOI for U.S. person beneficial owners or U.S. person company applicants. The standard CTA exemptions for banks, insurers, public companies, and large operating companies still apply to foreign entities.
| Entity type | BOI report required? |
|---|---|
| Florida LLC or corporation | No |
| U.S. entity from another state, registered in FL | No |
| Foreign entity registered with Sunbiz | Yes, foreign owners only |
| Foreign entity in an exempt category | No |
Filing Deadlines for Foreign Companies
Any foreign entity that became a reporting company before March 26, 2025, is required to file an initial report no later than April 25, 2025. Those entities should already be on file and should keep their reports current.
For new registrants, the clock is short. Any foreign entity that becomes a reporting company on or after March 26, 2025, is required to file an initial report within 30 calendar days of the earlier of the date on which it receives actual notice that it has been registered to do business or the date on which a secretary of state or similar office first provides public notice, such as through a publicly accessible registry, that the reporting company has been registered to do business.
A Florida-specific caution: Sunbiz posts new registrations publicly and quickly, so the 30-day window usually starts when the record appears online, not when the certificate arrives in the mail. Changes to previously reported information generally must be filed within 30 days as well.
Penalties That Still Apply
The CTA’s penalty provisions were not repealed; they simply no longer reach U.S. companies. For foreign reporting companies, willfully failing to file a BOI report can result in civil penalties of up to $500 per day and criminal penalties including fines up to $10,000 and up to two years in prison. The civil figure is inflation-adjusted and now exceeds $600 per day.
Does Florida Have Its Own Transparency Law?
No. Unlike states such as New York that have adopted their own transparency laws, Florida has not created a separate state-level BOI filing obligation beyond what’s required in the annual report. The Sunbiz annual report, due each year between January 1 and May 1, remains the only recurring state disclosure for most entities, and it lists officers, managers, and registered agents rather than beneficial owners.
Florida business owners operating in other states should check those states’ rules. New York’s LLC Transparency Act, for example, imposes obligations independent of FinCEN.
What Has Not Changed: Bank Due Diligence
Business owners should not expect their bank to stop asking who owns the company. The Final Rule does not alter financial institutions’ obligations under FinCEN’s existing Customer Due Diligence (CDD) Rule requiring certain beneficial ownership information for legal entity customers to be collected at account opening, and FinCEN reaffirmed that BOI collection at account opening remains an important AML/CFT control. Expect ownership certifications when opening accounts, refinancing, or applying for credit lines.
Step-by-Step Compliance Checklist
For Florida-formed entities
- Confirm the entity was created under Florida or another U.S. state’s law. If so, no BOI filing is required.
- Do not file an “update” or “correction” for a report submitted in 2024 or early 2025. FinCEN is deleting that data.
- Keep an internal ownership record anyway. Lenders, buyers, and insurers will still ask.
- Watch for scam mailers. Third-party “BOI filing services” continue to solicit fees for a filing that no longer exists.
For foreign entities registered in Florida
- Check whether an exemption applies (large operating company, regulated entity, subsidiary of an exempt entity).
- Identify every non-U.S. individual who owns 25% or more or exercises substantial control.
- File the initial report within 30 days of the Sunbiz registration appearing publicly.
- Calendar a 30-day update obligation for any ownership or address change.
- Retain copies of filings and the FinCEN confirmation.
Could Reporting Come Back?
The final rule is a regulation, not a statute, and the underlying CTA remains on the books. Some commenters also expressed the hope that Congress would adopt the IFR as legislation in order to ensure FinCEN could not later reinstate reporting requirements for U.S. companies. A future administration could reopen the rule through notice-and-comment. For now, however, the exemption is final, effective, and the obligation for Florida entities is zero.
This article is for general information and is not legal advice. Florida businesses with foreign ownership or multistate operations should consult a business attorney about their specific filing posture.
Sources and Further Reading
- FinCEN, “FinCEN Permanently Ends Beneficial Ownership Reporting Requirements for Millions of Small Business Owners,” Aug. 11, 2026 – https://www.fincen.gov/news/news-releases/fincen-permanently-ends-beneficial-ownership-reporting-requirements-millions
- Federal Register, “Beneficial Ownership Information Reporting Requirement Revision,” Aug. 14, 2026 – https://www.federalregister.gov/documents/2026/08/14/2026-16576/beneficial-ownership-information-reporting-requirement-revision
- U.S. Department of the Treasury press release, Aug. 11, 2026 – https://home.treasury.gov/news/press-releases/sb0603
- FinCEN, “Interim Final Rule: Questions and Answers” – https://www.fincen.gov/boi/ifr-qa
- Florida Division of Corporations, Beneficial Ownership Information page – https://dos.fl.gov/sunbiz/other-services/reporting-of-beneficial-ownership-information/
- Greenberg Traurig, “FinCEN Final Rule Permanently Ends Beneficial Ownership Reporting Requirements,” Aug. 2026 – https://www.gtlaw.com/en/insights/2026/8/fincen-final-rule-permanently-ends-beneficial-ownership-reporting-requirements-for-us-companies-and-us-persons
- Mayer Brown, “The Final Chapter: FinCEN Permanently Eliminates BOI Reporting Requirements,” Aug. 2026 – https://www.mayerbrown.com/en/insights/publications/2026/08/the-final-chapter-fincen-permanently-eliminates-boi-reporting-requirements-for-us-companies-and-us-persons
- BDO, “FinCEN Final Rule Permanently Relieves U.S. Companies of Beneficial Ownership Reporting Obligations,” Sept. 2026 – https://www.bdo.com/insights/tax/fincen-final-rule-permanently-relieves-us-companies-of-beneficial-ownership-reporting-obligations
- ACAMS, “FinCEN Permanently Eliminates Beneficial Ownership Reporting for US Entities,” Aug. 11, 2026 – https://www.acams.org/en/news/breaking-news-fincen-permanently-eliminates-beneficial-ownership-reporting-us-entities
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