Question 1

What ownership disclosure requirements apply in Florida?

Accepted Answer

Florida disclosure requirements: beneficial ownership (Florida’s Transparency in Beneficial Ownership Act requires certain entities to disclose their beneficial owners to the state), real property disclosure (sellers must disclose material defects under Johnson v. Davis; Section 475.278 requires disclosure of known facts that materially affect property value), LLC/corporation disclosure (Florida does not require public disclosure of LLC members or corporate shareholders in the formation documents, but: the registered agent and office must be disclosed, annual reports must list officers and directors, and the Corporate Transparency Act requires beneficial ownership reporting to FinCEN).

Question 2

What is the Corporate Transparency Act and how does it affect Florida?

Accepted Answer

CTA: the federal Corporate Transparency Act (effective January 1, 2024) requires most small entities (LLCs, corporations, and similar entities) to report their beneficial owners to FinCEN (Financial Crimes Enforcement Network). Beneficial owners: any individual who: exercises substantial control over the entity, or owns or controls at least 25% of the entity’s ownership interests. Reporting: new entities must report at formation, existing entities must report by the applicable deadline, and any changes must be reported within 30 days. Exemptions: large operating companies (20+ employees, $5M+ revenue, and physical U.S. office), publicly traded companies, and certain regulated entities.

Question 3

What are the penalties for failing to comply with ownership disclosure requirements?

Accepted Answer

Penalties: CTA violations: civil penalties of up to $500 per day, criminal penalties of up to 2 years in prison and $10,000 fine for willful violations, and potential personal liability for individuals who fail to report. Florida violations: failure to file annual reports results in administrative dissolution, failure to maintain a registered agent can result in service of process issues, and failure to disclose material defects in real estate can result in rescission of the sale and damages. Compliance is critical: the CTA reporting requirements are new and many small businesses may not be aware of them.

Ownership Disclosure Requirements

Ownership Disclosure Requirements in Florida

Entity Disclosure

Real Property Disclosure

CTA Compliance

Related Terms

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