Entities created under U.S. law, including Florida LLCs, are exempt from Corporate Transparency Act beneficial ownership reporting. A company formed abroad must file if it registered to do business in a U.S. state or tribal jurisdiction and no exemption applies. Required reports omit personal information about beneficial owners and company applicants who are U.S. persons.
The Financial Crimes Enforcement Network (FinCEN) receives beneficial ownership information, or BOI. Its final rule took effect August 14, 2026, preserving the exemption for U.S. entities and expanding relief for U.S. persons.
Aaron Resnick, a Miami business attorney with Law Offices of Aaron Resnick, advises businesses on reporting coverage, exemptions and corrections. The firm's review starts with whether a report is required, not with preparing one for an exempt company.
Which Foreign Companies Must File a BOI Report?
Only entities formed under a foreign country's law and registered through a filing with a U.S. secretary of state or similar office fall within FinCEN's reporting company definition. Those entities must check the exemptions before filing. Aaron Resnick examines the formation and registration documents to determine which rule applies.
| Company Status | BOI Reporting |
|---|---|
| Created under U.S. law, including a Florida LLC | Exempt from BOI reporting. |
| Formed abroad, without qualifying U.S. registration | Outside the reporting company definition. |
| Formed abroad, with qualifying U.S. registration | File if no exemption applies. |
A covered foreign company with only U.S. person beneficial owners still files a report unless a separate exemption applies. The report includes the required company information, but not those owners' personal information.
Can a Foreign Company Qualify for an Exemption?
Yes. A company formed abroad may qualify for a specific exemption in FinCEN's reporting rule, but inactivity or government regulation alone does not establish one. Aaron Resnick checks every condition of the claimed exemption, including the records supporting it, rather than relying on a business label.
The statutory exemptions and current implementing rule include these examples:
- Large operating company: More than 20 employees working full time in the United States, an operating presence at a physical U.S. office, and a filed U.S. federal income tax or information return for the previous year showing more than $5 million in qualifying gross receipts or sales. The calculation excludes foreign sources and deducts returns and allowances; qualifying consolidated return rules apply.
- Regulated business: A bank, insurer or registered investment company must satisfy its defined exemption. Being regulated by a federal agency does not, by itself, exempt every business.
- Inactive entity: All six conditions must be met: existence on or before January 1, 2020; no active business; no direct or indirect foreign ownership; no ownership change in the preceding 12 months; no assets anywhere, including interests in other entities; and compliance with the money movement limit below.
For the inactive entity exemption, the company must not have sent or received funds exceeding $1,000 during the preceding 12 months. That includes funds moving through any account in which the company or an affiliate had an interest. FinCEN's rule sets all six conditions.
These examples are not the complete list. Certain foreign pooled investment vehicles have a special reporting rule rather than a blanket exemption from filing.
Whose Information Must a Reporting Company Provide?
A beneficial owner is an individual who, directly or indirectly, exercises substantial control or owns or controls at least 25% of the company, subject to exceptions. Required reports exclude personal information about beneficial owners and company applicants who are U.S. persons. Aaron Resnick reviews ownership and management rights to determine whose information belongs in the report.
For individuals, U.S. person includes U.S. citizens and people treated as U.S. residents for federal tax purposes. A foreign passport alone does not determine that status.
A company applicant is the person who directly files the first U.S. registration document and, if more than one person is involved, the person primarily responsible for directing or controlling that filing. Company applicant reporting applies to covered foreign entities first registered on or after January 1, 2024; U.S. person applicants are exempt.
What Information Goes Into a Required BOI Report?
A required BOI report identifies the company and the individuals whose information must be reported. The reporting rule specifies the company details, personal addresses and acceptable identification documents. Aaron Resnick checks those requirements after resolving coverage, so an exempt company is not asked to prepare an unnecessary report.
Company information: Legal and trade names, the required U.S. business street address, foreign place of formation, first U.S. state or tribal registration, and tax identification number. The address is the principal U.S. business location or, if the principal office is abroad, the primary U.S. business location.
A foreign tax number and issuing jurisdiction are used only when no IRS taxpayer number has been issued. FinCEN lists the company fields.
Personal information: For each individual who must be reported, full legal name, birth date, residential street address, an accepted identification number, its issuing jurisdiction and an image of the document. A qualifying company applicant who registers entities as a business uses that business address; beneficial owners do not have a general choice between home and business addresses. See the address and document requirements.
Accepted documents must be unexpired: a U.S. passport, qualifying U.S. state, local or tribal identification, or a state driver's license. A foreign passport is accepted only when the individual has none of those documents.
An individual may provide a FinCEN identifier for the company to report instead of that individual's personal details. The reporting rule explains how an individual identifier can be used.
When Are Reports, Updates and Corrections Due?
A foreign company that became a reporting company on or after March 26, 2025, generally must file within 30 calendar days after it receives notice that its U.S. registration is effective, or after the state first gives public notice of it, whichever comes first. Aaron Resnick checks both notice dates before calculating the deadline under FinCEN's timing rule.
| Filing Event | General Deadline |
|---|---|
| Became a reporting company before March 26, 2025 | April 25, 2025, a past deadline |
| Required company or beneficial owner information changes | Within 30 calendar days after the change |
| A filed report was inaccurate and remains inaccurate | Within 30 calendar days after the company learns or has reason to know of the error |
| A registered foreign entity loses its last applicable exemption | Within 30 calendar days after the exemption ends |
The current regulation sets these deadlines and exceptions. The August 2026 final rule did not restart an expired filing deadline. There is no annual BOI return; required updates and corrections are separate duties.
Changes to company applicant information do not require updated company reports, but errors in required applicant information require correction. A foreign reporting company that later qualifies for an exemption generally must file a newly exempt entity update. These rules concern covered foreign companies, not exempt U.S. entities.
What Penalties Apply to a Willful Reporting Violation?
Willfully supplying false BOI or willfully failing to report required BOI can trigger penalties. An exempt Florida company has no filing duty merely because an old notice says otherwise. Aaron Resnick checks the reporting obligation, the conduct and the deadline before assessing a claimed violation.
As checked October 7, 2026, the adjusted maximum civil penalty for a covered BOI reporting violation is $606 for each day the violation continues or remains unremedied. The federal statute also permits a criminal fine of up to $10,000, imprisonment for up to two years, or both, for a covered willful reporting violation.
FinCEN warns about fraudulent filing and penalty demands. Check the sender before sharing identification documents or responding to a demand.
Does a Delaware LLC Registered in Florida Have to File?
No. An LLC created under Delaware law is a U.S. entity and exempt from BOI reporting, even when it registers to operate in Florida. Aaron Resnick distinguishes formation in another U.S. state from formation in a foreign country; the federal reporting test turns on that difference.
Does a Florida LLC With Foreign Owners Have to File?
No. An LLC created under Florida law remains exempt even when its owners are foreign individuals or companies. Aaron Resnick checks each entity separately: a foreign parent registered to do business in the United States may have its own reporting duty, but ownership alone does not remove the Florida LLC's exemption.
Must an Exempt Florida Company Update Its Old BOI Report?
No. U.S. entities do not have to update or correct previously filed BOI reports under the current rule; U.S. persons also no longer have to update or correct FinCEN identifier information. Aaron Resnick separates those exemptions from the continuing duties of a covered foreign company.
What Should You Send Aaron First?
Start with the company's legal name, place of formation, first U.S. registration date, and the question or notice you received. Aaron Resnick uses those facts to assess coverage and the next deadline. Keep passports, birth dates, identification numbers and ownership documents out of this website's contact form.
Have formation documents, registration notices, ownership and control records, prior BOI reports and supporting exemption records ready for review. The firm first determines whether reporting is required, then addresses any necessary filing, update or correction.
A company that must file submits its report to FinCEN's BOI filing system, not to a Florida court or through this website's consultation form. Do not file merely because an old checklist describes a duty that no longer applies.
Send the parties, the problem and the next date; the firm reviews every inquiry and tells you whether it can help.
We Don't Make Promises. We Have Results to Prove It.
Aaron Resnick has handled business disputes in Miami since 1998 and is a fourth generation Miami attorney. He works hands-on on every case; the client gets Aaron on every major litigation issue, not a junior partner. The Law Offices of Aaron Resnick represents large corporations, Miami businesses and their owners, professional athletes and entertainers in Miami Dade, Broward and Palm Beach counties and across Florida in business litigation and business counsel. Call 305-672-7495 or request a consultation.
This page provides general information and is not legal advice. Prior results do not guarantee or predict a similar outcome.
Tell Aaron What Happened
Call 305-672-7495 Speak to Aaron
