As of October 7, 2026, companies formed under U.S. law are exempt from the Financial Crimes Enforcement Network (FinCEN) beneficial ownership reporting. Certain entities formed under foreign country law and registered by filing in a U.S. state or Tribal jurisdiction still report under FinCEN's current rule. Today's domestic exemption comes from that rule, not the December 2024 injunction.

Updated October 7, 2026: FinCEN's final rule took effect August 14, 2026, continuing the domestic company exemption and expanding relief for U.S. persons. On October 5, 2026, the Supreme Court denied review in two Corporate Transparency Act (CTA) cases; neither denial decided the constitutional merits.

Aaron Resnick, a Miami business attorney with Law Offices of Aaron Resnick, reviews Corporate Transparency Act questions for Florida business owners, including reporting duties, exemptions, deadlines and changes that affect compliance plans.

For current reporting requirements, read the firm's Corporate Transparency Act page. This article follows the court rulings and the reporting changes that followed.

Does a Florida Company Have to File a BOI Report?

A company created under Florida law does not have to file a beneficial ownership information (BOI) report under FinCEN's final rule, effective August 14, 2026. That exemption also covers a U.S. company with foreign owners. Aaron Resnick checks where the entity was legally formed, not just its owners' citizenship or its Florida mailing address.

A company formed in another U.S. state does not become a foreign reporting company merely because Florida calls it a foreign entity. The federal rule concerns an entity formed under foreign country law that has made the qualifying U.S. registration. Those are different uses of foreign.

A covered foreign company remains responsible for its report even if all its beneficial owners are U.S. persons, unless another exemption applies. It does not report those U.S. persons' information. U.S. person company applicants are also exempt; company filing obligations and an individual's information exemption are different questions.

Who Reports to FinCEN Under the Current Rule

Situation	Current Treatment Under FinCEN's Rule
A Florida LLC or corporation created under Florida law	Exempt. No current initial BOI report, update or correction is required merely because the entity exists or previously reported.
A company created under another U.S. state's law and registered in Florida	Exempt as a U.S. entity. Florida's use of foreign entity for an out of state business is not the federal foreign country test.
A U.S. company owned by people from another country	The entity is still exempt. Foreign ownership does not turn a U.S. formed company into a foreign formed reporting company.
An entity formed under foreign country law and registered to do business by filing a document with a secretary of state or similar office in a U.S. state or Tribal jurisdiction	It meets the current reporting company definition unless a regulatory exemption applies.
Such a foreign company whose beneficial owners are all U.S. persons	The company still files unless separately exempt, but does not report those U.S. persons' BOI.
A foreign formed entity without the qualifying U.S. registration	It does not meet this regulatory definition merely because it has U.S. business connections. Any separate obligation to register to do business requires its own review.

A U.S. person follows the federal tax definition incorporated in FinCEN's reporting rule, not citizenship alone. For an individual, the definition includes a citizen or resident of the United States. A foreign passport alone does not determine the individual's tax residency or reporting exemption.

Read about Florida LLCs and Florida corporations on the firm's business formation pages.

What Happened to the December 2024 Court Ruling?

The December 3, 2024 injunction was followed by appeals, a Supreme Court stay and changes to FinCEN's reporting rule. The original order granted temporary nationwide relief; it did not finally resolve the constitutional dispute. The court orders and later rules explain why the December 2024 account must be read as history, not today's filing instructions.

The Eastern District of Texas entered the preliminary injunction in Texas Top Cop Shop on December 3, 2024, and amended its order on December 5. The Supreme Court's later stay identifies that amended order. The government appealed.

A Fifth Circuit motions panel stayed the injunction on December 23, 2024. The merits panel vacated that stay on December 26 while it considered the appeal. On January 23, 2025, the Supreme Court stayed the amended district court order pending the appellate proceedings specified in its order.

A separate order in Smith also affected reporting. FinCEN's final rule records that the Smith court stayed its order on February 17, 2025. FinCEN's February 18 notice then announced resumed reporting and a generally extended March 21 deadline for most affected companies.

FinCEN later issued the March 2025 interim rule and August 2026 final rule, which changed who must report. In a separate case, the Eleventh Circuit ruled on December 16, 2025 against the facial Commerce Clause and Fourth Amendment challenges before it, reversing the National Small Business United judgment and remanding.

On October 5, 2026, the Supreme Court denied review in National Small Business United and denied the Texas Top Cop Shop petition before judgment. Neither petition remains pending, and neither denial was a decision on the constitutional merits.

The firm also has related coverage of the December 2024 ruling.

Corporate Transparency Act Timeline, December 2024 to October 2026

Date	What Happened
December 3, 2024	The Eastern District of Texas grants nationwide preliminary relief and stays the reporting deadline. The court amends its order on December 5. Supreme Court application 24A653 record.
December 17, 2024	The district court denies the government's request for a stay pending appeal. Supreme Court application 24A653 record.
December 23, 2024	A Fifth Circuit motions panel stays the district court injunction pending appeal. Supreme Court application 24A653 record.
December 26, 2024	The Fifth Circuit merits panel vacates that stay while it considers the appeal. Supreme Court application 24A653 record.
January 23, 2025	The Supreme Court stays the amended Texas order pending the appellate proceedings specified in its order. Supreme Court order of January 23, 2025.
February 17, 2025	The Smith court stays its own order, as recounted in footnote 12 of FinCEN's final rule. FinCEN final rule, footnote 12.
February 18, 2025	FinCEN announces resumed reporting and generally extends the deadline for most affected companies to March 21, 2025. FinCEN deadline extension notice, February 18, 2025.
February 27, 2025	FinCEN announces temporary nonenforcement tied to the forthcoming interim rule and its new due dates. FinCEN news release on nonenforcement.
March 21, 2025	FinCEN announces the domestic exemption and revised foreign reporting requirements. FinCEN news release on the domestic exemption.
March 26, 2025	The interim final rule is published and becomes effective. FinCEN interim final rule, March 26, 2025.
April 25, 2025	The revised initial deadline arrives for covered foreign entities registered before March 26, subject to applicable relief. 31 C.F.R. 1010.380.
December 16, 2025	The Eleventh Circuit rejects the facial Commerce Clause and Fourth Amendment challenges before it, reverses the judgment and remands. Eleventh Circuit opinion.
August 14, 2026	The final rule becomes effective, continuing domestic relief and adding the U.S. person applicant and individual identifier relief. FinCEN announced it on August 11. FinCEN final rule, August 14, 2026.
October 5, 2026	The Supreme Court denies the National Small Business United petition and the Texas Top Cop Shop petition before judgment. Neither denial is a merits decision. Supreme Court order of October 5, 2026.

What Did This Article Report in December 2024?

Under the dateline December 4, 2024, this article carried the headline "Court Blocks Enforcement of Corporate Transparency Act." It described the Texas court's temporary halt to enforcement and concerns about the January 1, 2025 reporting deadline. The dated account stays here to explain the advice business owners received before the later rulings and rule changes.

Congress enacted the CTA as part of the National Defense Authorization Act on January 1, 2021. The reporting rule took effect on January 1, 2024. The U.S. Treasury Department's Financial Crimes Enforcement Network, or FinCEN, describes the law's purpose as helping authorities detect money laundering, tax fraud and other illicit activity through business ownership information.

Before the injunction, the reporting framework covered many domestic companies as well as qualifying foreign companies, subject to exemptions. Reports identified beneficial owners through names, addresses, dates of birth, identifying numbers and required documents. The January 1, 2025 initial deadline concerned then covered companies created or registered before 2024, not every company.

The December account described effects on millions of businesses and a deadline potentially affecting tens of millions. Those descriptions concerned the earlier reporting framework, not the smaller group subject to today's rule. FinCEN's database was not a public directory; access was restricted to authorized recipients, purposes and safeguards.

The plaintiffs challenged Congress's constitutional authority and raised concerns about compelled disclosure of private ownership information. At the preliminary stage, the district court concluded that the CTA likely exceeded Congress's powers. The December 3 order expressly did not decide the plaintiffs' separate claims under the First and Fourth Amendments or the law's constitutionality as applied to those plaintiffs.

The article described resistance from business groups and some lawmakers, alongside the wider policy push for corporate transparency. It grouped the business concerns into five subjects:

1. Temporary relief. The injunction paused enforcement while businesses were preparing to comply, with particular concern about the burden on small and midsize companies.
2. Uncertainty and future compliance. The article anticipated a government appeal and discussed the possibility of reporting duties returning.
3. Possible changes. It considered changes to reporting requirements, exemptions and deadlines.
4. Transparency and financial crime. It discussed efforts by governments and regulators to address money laundering, tax evasion and concealed ownership.
5. Legal and financial risk. It discussed civil penalties and possible criminal liability for reporting violations.

The article called the injunction temporary and advised businesses to follow legal developments, gather ownership information and consult counsel. The government did appeal, and FinCEN subsequently changed the reporting rule. Those changes are now dated events, not predictions about what might happen.

A company formed under U.S. law does not now need to gather personal information solely to prepare a BOI report under FinCEN's current rule. That exemption does not eliminate separate bank requests or other recordkeeping duties. A covered foreign company must identify its actual required information and deadline rather than wait for the old appeal forecast.

When Does a Foreign Company Have to File?

A covered foreign company registered on or after March 26, 2025 generally has 30 calendar days from the earlier actual or public notice that its registration is effective. Aaron Resnick checks the registration, exemptions and any applicable relief against FinCEN's reporting rule before determining the company's deadline.

The qualifying registration is a filing with a secretary of state or similar office in any U.S. state or Tribal jurisdiction. A foreign company's business activity alone is not that filing. An entity that loses its last applicable exemption generally must report within 30 calendar days after that loss.

For covered foreign companies registered before March 26, 2025, the revised initial deadline was April 25, 2025, subject to applicable relief. That date has passed. The August 2026 final rule did not give an already overdue company a fresh filing period.

Changes to required company or beneficial owner information generally must be reported within 30 calendar days after the change. A report that was inaccurate when filed and remains inaccurate must be corrected within 30 calendar days after the company becomes aware or has reason to know. There is no annual BOI renewal merely because a year passes.

What Information Goes in the Report?

The report includes the company's legal and trade names, foreign formation jurisdiction, first state or Tribal registration jurisdiction and prescribed taxpayer identifying information. Its address must be the street address of its U.S. principal place of business or, without one, the primary U.S. location where it conducts business. FinCEN's rule specifies these fields.

For a reportable owner or applicant, the rule calls for identifying information and an image of an accepted, unexpired identity document. A permitted FinCEN identifier can substitute for the individual's information. U.S. person owners and applicants are exempt from these reporting requirements.

A reporting company created or registered before January 1, 2024 reports that fact and does not report company applicants. Other covered companies apply the applicant rule and current U.S. person exemption. Aaron Resnick checks those conditions before requesting personal records for a filing.

A beneficial owner is an individual who directly or indirectly exercises substantial control or owns or controls at least 25 percent of the company's ownership interests, subject to the rule's exceptions. A shareholder list alone may miss someone whose authority amounts to substantial control.

Foreign owners and companies can read about Aaron Resnick's work as a Miami international business attorney.

Does an Old BOI Report Need to Be Updated?

A U.S. company exempt under the current rule does not have to update or correct an old BOI report merely because it previously filed. U.S. persons who obtained individual FinCEN identifiers also no longer have to update or correct those applications. Aaron Resnick distinguishes those exemptions from continuing duties for covered foreign filers.

FinCEN's announced deletion process concerns information associated with now exempt domestic companies and U.S. persons. The announcement is not confirmation that every record has been removed. FinCEN says it does not anticipate individual deletion requests and will publish notice when the process is complete.

Beneficial ownership information is not a public ownership directory; access is limited by law and safeguards. A bank may still request ownership information for separate customer due diligence obligations. The CTA exemption does not end every ownership documentation duty.

An individual who is not a U.S. person and holds a FinCEN identifier must generally update required information within 30 calendar days after a change. Information that was inaccurate when filed and remains inaccurate must be corrected within 30 calendar days after awareness or reason to know. Those individual duties are separate from a company's exemption.

Can a Reporting Violation Still Lead to Penalties?

Willfully filing false or fraudulent information, or willfully failing to provide required complete or updated information, can carry civil and criminal penalties. FinCEN's final rule retains that standard. Aaron Resnick first checks whether a duty applies; an exempt Florida company's decision not to file is not the same as a covered foreign company's willful violation.

FinCEN's current civil penalty table states an adjusted maximum of $606 for each day a qualifying reporting violation continues. This is a maximum penalty, not an automatic assessment for every mistake.

The original law sought to help authorities detect money laundering, tax fraud and other financial crime through ownership information. In its final rule, FinCEN explains its decision to focus reporting on foreign entities while reducing domestic reporting burdens. The concerns about transparency, privacy and compliance costs remain part of that history, not substitutes for the current filing rules.

What Did the Supreme Court Decide on October 5?

On October 5, 2026, the Supreme Court denied review in National Small Business United and denied review before judgment in Texas Top Cop Shop. The orders did not decide the constitutional merits. Aaron Resnick distinguishes those denials from the Eleventh Circuit's decision and from the terms of any court order affecting a particular company.

The Eleventh Circuit had already rejected the facial Commerce Clause and Fourth Amendment challenges before it in its December 16, 2025 opinion. The Supreme Court's denial is not a new constitutional ruling, and review before judgment is not a final decision by the Fifth Circuit.

The January 23, 2025 stay contains an automatic termination condition if certiorari is denied. The October 5 Texas order denies review before judgment but does not discuss how that condition applies. The absence of a separate dissolution order does not prove that the stay remains in force.

A company considering reliance on court relief needs the applicable orders and current docket reviewed together. As checked October 7, 2026, FinCEN's published instructions continue to require reporting by covered foreign companies. An old injunction headline or a denial of review should not be treated by itself as permission to miss a filing deadline.

FinCEN's final rule is final rather than interim agency action. It did not repeal the Corporate Transparency Act, and it does not prevent a later lawful change. The agency's separate announcement of a data deletion process also does not confirm that a particular owner's information has already been deleted.

What Should a Florida Business Owner Do Today?

A Florida business owner should first confirm where the company was formed. A company formed under U.S. law is exempt from FinCEN's BOI reporting requirements. For an entity formed under foreign country law, Aaron Resnick checks the qualifying U.S. registration, any exemption and the applicable filing deadline before advising on compliance.

Send Aaron Resnick the company's formation documents, U.S. registration records, earlier BOI filing confirmations and any notice with a stated deadline. Aaron Resnick uses those records to assess reporting duties and exemptions. A covered foreign company should address an overdue report promptly rather than rely on the old statement that businesses can wait.

A U.S. company should not file merely because an old article describes BOI reporting as mandatory. Check unfamiliar notices against FinCEN's guidance before sending identity documents or responding to a claimed penalty demand. Keep the company's other records and review separate compliance obligations.

Aaron Resnick, a Miami business attorney, advises on corporate transparency compliance, prepares a business for the regulatory changes that apply to it and handles commercial litigation. For a separate contractual dispute, read the firm's Florida breach of contract page. Those services remain available when a company is exempt from BOI reporting.

Read the firm's Corporate Transparency Act explanation for the reporting overview. Call 305-672-7495 or use the contact form to describe the company and the question. The firm's homepage provides further information.

Using the site does not establish an attorney and client relationship. Send the parties, the problem and the next date; the firm reviews every inquiry and tells you whether it can help.

This page provides general information and is not legal advice. Prior results do not guarantee or predict a similar outcome.

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