Corporate Transparency Act and BOI Reporting: What Florida Business Owners Need to Know in 2026

The Corporate Transparency Act (CTA) - and its Beneficial Ownership Information (BOI) reporting requirement administered by the Financial Crimes Enforcement Network (FinCEN) - has been one of the most discussed and most confused compliance issues for small businesses in recent years.

Here is the current status as of 2026: federal enforcement of the CTA was paused in early 2025 following a series of federal court decisions that challenged the law's constitutionality. As a result, FinCEN suspended its enforcement efforts during the pendency of those legal challenges. The law itself, however, remains on the books and has not been repealed.

This article explains what the CTA requires, what the enforcement pause means for Florida businesses, and what the responsible course of action is right now.

What Is the Corporate Transparency Act?

The Corporate Transparency Act was enacted as part of the Anti-Money Laundering Act of 2020 and took effect January 1, 2024. It requires most small businesses - including LLCs, corporations, and similar entities formed under state law - to file a Beneficial Ownership Information (BOI) report with FinCEN, a bureau of the U.S. Department of the Treasury.

The BOI report discloses who ultimately owns or controls the reporting company. Congress enacted the CTA to combat anonymous shell companies used for money laundering, tax evasion, and other financial crimes.

What Information Must Be Reported?

A BOI report requires the following information about the reporting company:

• Full legal name
• Trade name or DBA (if any)
• Principal U.S. address
• State of formation
• EIN (or other taxpayer identification number)

And about each beneficial owner:

• Full legal name
• Date of birth
• Current residential street address (not P.O. Box)
• Identifying number from a U.S. passport, state driver's license, or state ID (with an image of the document)

A beneficial owner is any individual who either (1) owns or controls 25% or more of the reporting company, or (2) exercises substantial control over the company's decisions.

Who Is Exempt from CTA Reporting?

The CTA includes 23 categories of exempt entities. The most relevant exemptions for Florida businesses include:

• Large operating companies: Entities with more than 20 full-time employees in the U.S., a physical operating presence in the U.S., and more than $5 million in gross receipts from U.S. sources.
• Regulated entities: Banks, credit unions, insurance companies, investment advisers registered with the SEC, and other heavily regulated industries.
• Inactive entities: Entities that have been inactive for over a year, are not engaged in business, have no assets, have not changed ownership in the past year, and meet other specific conditions.
• Publicly traded companies: Entities whose securities are listed on U.S. stock exchanges.

Most small Florida LLCs and corporations - particularly those formed for active business operations by a small number of owners - do not qualify for any exemption and would be required to file under the CTA, absent the enforcement pause.

The Enforcement Pause: What Happened?

Starting in late 2024, multiple federal court cases challenged the constitutionality of the CTA on the grounds that Congress exceeded its authority under the Commerce Clause when it enacted the law. Specifically, courts in several circuits ruled that the CTA was unconstitutional as applied to certain classes of businesses.

In response to these ongoing legal challenges, FinCEN announced in early 2025 that it would not actively enforce BOI reporting requirements while the litigation was pending. This pause effectively put CTA compliance on hold for most businesses.

However, several important caveats apply:

• The enforcement pause is administrative, not legislative. FinCEN can resume enforcement at any time if court decisions turn in the government's favor or if Congress acts.
• The law itself has not been repealed. The CTA remains on the books as enacted.
• Courts are still deciding. The outcome of ongoing litigation will determine whether and how the CTA is ultimately enforced.
• Congressional action is possible. Efforts to amend or repeal the CTA have been proposed in Congress.

What Should Florida Businesses Do Right Now?

Given the uncertainty, Florida business owners have essentially three options:

Option 1: File Now (Proactive Compliance)

Some businesses are choosing to file their BOI reports now, despite the enforcement pause, to avoid needing to rush compliance if enforcement resumes suddenly. FinCEN's BOI e-filing system (at boiefiling.fincen.gov) is available and accepts filings. There is no fee to file.

Businesses that filed before the pause hit their reporting deadlines (January 1, 2025 for entities formed before 2024, and 90 days after formation for entities formed in 2024) are already compliant. Entities that formed in 2025 or 2026 may have different deadlines depending on when enforcement resumes.

Option 2: Monitor and File if Enforcement Resumes

Others are taking a wait-and-see approach - gathering the required information and staying informed, but not filing until FinCEN confirms enforcement is resuming. This approach carries the risk of a compliance sprint if the courts rule in FinCEN's favor and deadlines are set.

Option 3: Consult an Attorney

Given the rapidly changing landscape, many Florida businesses are consulting with an attorney to understand the current state of the law, their specific risk exposure, and the best approach for their situation. This is particularly important for businesses with complex ownership structures or those that may be close to an exemption threshold.

What Are the Penalties for Non-Compliance?

When enforcement is active, the CTA's penalties are significant:

• Civil penalties: up to $591 per day for each day a violation continues (adjusted for inflation)
• Criminal penalties: up to $10,000 in fines and up to 2 years in prison for willful violations

These penalties are for willful non-compliance - not good-faith confusion about the law's requirements. The enforcement pause has given businesses more time to prepare, but it has not eliminated the stakes of non-compliance if and when enforcement resumes.

Frequently Asked Questions