Check this first. In March 2025, FinCEN issued an interim final rule that exempts companies formed in the US, and their US owners, from BOI reporting. If your LLC was formed in Florida, you most likely don’t have to file a Florida BOI report right now. The rule now applies mainly to companies formed outside the US that register to do business here. Confirm the current status on FinCEN’s website before you file anything.
The Corporate Transparency Act created Beneficial Ownership Information (BOI) reports, filed with the Financial Crimes Enforcement Network (FinCEN), to identify who really owns and controls US businesses and make money laundering harder. Below is how the reporting works: what’s reported, by whom, and the deadlines and penalties as the rule was originally written. That still matters if you run a foreign company registered in Florida, or if the rules change again.
How the Florida BOI report worked
| Requirement | Details |
|---|---|
| Who must file | Most LLCs formed or registered in Florida |
| Where to file | FinCEN (federal, not state) |
| Filing fee | Free |
| Deadline (existing LLCs) | January 1, 2025 |
| Deadline (new LLCs) | 90 days from formation (2024) / 30 days (2025+) |
| Penalty for non-compliance | Up to $500/day, criminal penalties possible |
Under the original rule, reporting companies were entities created by filing with a secretary of state or similar office: LLCs, corporations, limited partnerships, limited liability partnerships and the like. That’s why the guidance used to be that nearly every small Florida LLC had to file.
Which companies were exempt?
| Exemption | Criteria |
|---|---|
| Large operating companies | More than 20 employees, more than $5M revenue, physical US office |
| Publicly traded companies | SEC reporting companies |
| Banks and credit unions | Regulated financial institutions |
| Insurance companies | Licensed insurance carriers |
| Tax-exempt nonprofits | 501(c) organizations |
| Accounting firms | CPA firms |
| Investment advisers | SEC-registered |
| Inactive entities | No assets, no transactions, no ownership changes, existed before 2020 |
A dormant LLC didn’t qualify automatically. The inactive entity exemption has strict requirements, and a typical small LLC met none of the others.
Who counts as a beneficial owner?
Any individual who owns or controls 25% or more of the company, or who exercises substantial control over it. Substantial control covers senior officers (CEO, CFO, COO and so on), anyone who can appoint or remove them, and anyone who directs important decisions.
For a small LLC, that means every member with 25% or more plus anyone who manages it. In a 50/50 LLC, both members are beneficial owners. In an 80/20 LLC, only the 80% owner qualifies through ownership, though the 20% owner may qualify through control if they manage the business. A single-member LLC has one beneficial owner: the member.
Two structures need more care. If another LLC owns yours, you look through it and report the individuals who ultimately own the parent, unless the parent is exempt, in which case you report the parent instead. If a trust is a member, a revocable trust means reporting the trustee and the beneficiaries who can control or benefit. An irrevocable trust may mean the trustee, beneficiaries or grantor, depending on its terms. Get an attorney for that one.
What information goes in the report?
The company. Legal name, any trade names or DBAs, current US principal place of business, state of formation, and EIN or TIN.
Each beneficial owner. Full legal name as it appears on government ID, date of birth, residential (not business) address, and an unexpired driver’s license, passport or state ID, with its number and an uploaded image.
The company applicant. Only for companies formed on or after January 1, 2024. That’s the person who filed the formation documents or directed the filing: you if you filed yourself, or the formation service if you used one. You report their name, date of birth, address (a business address works for professional filers) and ID. Companies formed before 2024 don’t report an applicant.
If someone is part of several reporting companies, they can get a FinCEN identifier by submitting their information to FinCEN once. Companies then report that ID instead of the full details, and the person updates their information in one place.
What were the deadlines?
Under the original rule, LLCs formed before January 1, 2024 had until January 1, 2025 to file. LLCs formed during 2024 had 90 days from formation. Starting January 1, 2025, new LLCs had 30 days.
After the first report, there’s no annual filing. You update within 30 days of a change (a new or departing beneficial owner, an owner’s new address or name, an ownership shift across the 25% threshold, or an expired ID) and correct errors within 30 days of discovering them.
How do you file?
- Gather the company details and each owner’s information and a clear image of their ID.
- Go to FinCEN’s BOI E-Filing system at boiefiling.fincen.gov. Creating an account is optional, but it makes later updates easier.
- Enter the company information, each beneficial owner with their ID image, and the company applicant if one is required.
- Review, certify that it’s accurate, submit, and save the confirmation.
There’s no filing fee. To update, log back in, open your previous filing and submit an updated report.
Your accountant won’t file it automatically. You can authorize a professional to file for you, but compliance stays your responsibility.
What were the penalties?
| Violation | Penalty |
|---|---|
| Failing to file | Up to $500 per day |
| Filing false information | Up to $500 per day |
| Willful failure to file | Up to 2 years imprisonment |
| Willfully filing false info | Up to 2 years imprisonment |
Penalties could apply to the company, to beneficial owners who failed to provide information, and to anyone who submitted a false report. If an owner refused to hand over their information, the company still had to report them.
Who can see the information?
BOI reports aren’t public records and can’t be pulled through a public records request. Access is limited:
| Authorized User | Purpose |
|---|---|
| Federal agencies | Law enforcement, national security |
| State/local law enforcement | With court authorization |
| Financial institutions | Customer due diligence (with company consent) |
| FinCEN | Oversight and compliance |
Unauthorized access or disclosure carries its own penalties. On your end, keep the filing confirmation, copies of what you submitted, and the filing dates, and store owners’ ID images somewhere secure with limited access.
Is this the same as the Florida annual report?
No. The BOI report is a federal filing with FinCEN. The annual report is a state filing with the Florida Division of Corporations, and it’s still due by May 1 every year no matter what happens with BOI reporting. That’s the one we’d make sure is on your calendar.
Need help with BOI filing?
If your company still has to file, or the rules change again, IncCraft can help you prepare and file the report and keep it updated. Contact IncCraft for BOI filing assistance.