Corporate Transparency Act: What Small Businesses Need to Know

If you own a small business in Daytona Beach, you may have heard about the Corporate Transparency Act (CTA) and its Beneficial Ownership Information (BOI) reporting requirements. However, the law has undergone significant changes, and entities created in the United States are no longer required to file BOI reports with FinCEN. Although the CTA originally imposed broad reporting requirements on many small businesses, subsequent legal developments and FinCEN regulations have significantly narrowed who must file. Businesses that remain subject to the reporting requirements can face serious penalties for failing to comply. Understanding what the law requires, who it covers, and what steps you need to take is the first move toward keeping your business in good standing.

What Is the Corporate Transparency Act?

The Corporate Transparency Act (CTA) is a federal law intended to combat money laundering and other financial crimes by requiring certain entities to report beneficial ownership information to FinCEN. Under current FinCEN regulations, most entities created in the United States are exempt from these reporting requirements.

Congress passed the Corporate Transparency Act as part of the Anti-Money Laundering Act of 2020. Its goal is to cut down on anonymous shell companies used for financial crimes by creating a centralized database of beneficial ownership information. The Financial Crimes Enforcement Network (FinCEN), a bureau of the U.S. Department of the Treasury, administers the program.

The law requires certain businesses to file a Beneficial Ownership Information (BOI) report identifying the real people who own or control the company. This information goes into a secure federal database, not a public registry.

Who Has to File a BOI Report?

Under FinCEN’s current regulations, entities created in the United States generally are not required to file BOI reports. Certain foreign entities registered to do business in the United States may still have reporting obligations unless an exemption applies.

Following FinCEN’s March 2025 Interim Final Rule, domestic corporations, LLCs, and other entities formed under the laws of a U.S. state or tribal jurisdiction are no longer considered reporting companies for BOI purposes. The reporting requirements now primarily apply to certain foreign entities that register to do business in the United States and do not qualify for an exemption. Business owners should verify whether their entity falls within the current definition of a reporting company before assuming any filing obligation.

What Information Must Be Reported?

If a business is required to file a BOI report under the current rules, the report must include identifying details for the company itself, each beneficial owner, and, for newer entities, the company applicants.

For each beneficial owner, the report requires a legal name, date of birth, residential address, and an identifying number from an acceptable document such as a passport or state-issued driver’s license. A beneficial owner is any individual who either exercises substantial control over the company or owns or controls at least 25 percent of its ownership interests.

The company itself must also be identified with its full legal name, any trade names or DBAs, principal business address, state of formation, and Taxpayer Identification Number.

What Are the Filing Deadlines?

Only entities that remain subject to the CTA’s reporting requirements have BOI filing deadlines, and those deadlines depend on the current FinCEN regulations.

As a result of FinCEN’s March 2025 Interim Final Rule, domestic entities formed in the United States are generally no longer required to file BOI reports. Foreign reporting companies that remain subject to the CTA should review the current filing deadlines published by FinCEN, as those deadlines depend on when the foreign entity registered to do business in the United States. Because the rules have changed multiple times due to litigation and regulatory action, businesses should always consult the latest FinCEN guidance before taking action.

What Happens If You Miss the Deadline?

For entities that remain subject to the CTA’s reporting requirements, willful violations may result in substantial civil penalties, criminal fines, and possible imprisonment. However, these penalties generally do not apply to domestic entities that are now exempt from BOI reporting.

Businesses that remain subject to the reporting requirements should take them seriously, while domestic businesses should continue monitoring FinCEN for any future regulatory changes. The civil penalty amount is adjusted periodically for inflation under the Federal Civil Penalties Inflation Adjustment Act, so the figure may change over time. The criminal penalties apply to willful failures to report, willful submission of false information, and unauthorized disclosure of BOI data.

Does Florida Have Its Own Requirements?

Florida does not have a separate state-level beneficial ownership reporting law, but businesses must still stay current with state registration requirements through the Florida Division of Corporations.

Florida businesses are required to file an annual report with the Florida Division of Corporations (sunbiz.org) to maintain their active status. This is a separate obligation from the federal CTA filing and carries its own fees and deadlines. Letting your state registration lapse while focusing on the federal filing would create a different compliance problem, so both need attention.

How Lankford Law Firm Can Help

Sorting through federal compliance requirements while running a business is a real burden, and the rules around the Corporate Transparency Act have shifted often enough that staying current takes effort. At Lankford Law Firm, we work with small business owners in Daytona Beach and across Florida to make sure their companies meet their legal obligations without unnecessary complexity.

Whether you need help determining if your business qualifies for an exemption, determining whether your business has any BOI reporting obligations under current federal regulations, or simply understanding what this law means for your specific situation, we are ready to assist. Call us at 850-888-8992 or contact us to schedule a time to talk.