FinCEN eliminates beneficial ownership reporting requirements for U.S. companies and persons
FinCEN has issued a final rule exempting U.S. companies and U.S. persons from the beneficial ownership reporting requirements under the Corporate Transparency Act and Beneficial Ownership Information Reporting Rule.
On August 11, 2026, the Financial Crimes Enforcement Network (FinCEN) issued a final rule (the Final Rule) finalizing amendments to its Beneficial Ownership Information Reporting Rule (BOI Reporting Rule) and “permanently” eliminating BOI reporting requirements for U.S. persons and entities under the Corporate Transparency Act (CTA).[1] The Final Rule adopts all the changes made under FinCEN’s March 2025 interim final rule (the Interim Final Rule), which broadly exempted U.S. companies and persons from the reporting requirements of the CTA, while retaining reporting obligations for foreign reporting companies (i.e., entities that are formed under the law of a foreign country and are registered to do business in the United States). FinCEN also announced that it would delete all beneficial ownership information (BOI) that was previously reported to the agency by U.S. persons.
The Final Rule appears to bring a close to the turbulent history of the BOI Reporting Rule’s implementation – which over the past years has seen changing requirements, multiple injunctions and major policy reversals. With the dust settled, the BOI reporting regime that Congress originally estimated would cover 32 million companies will now apply to only 28,000 foreign entities, according to FinCEN’s estimates. Under the Final Rule:
- U.S. companies and U.S. persons are exempt from the reporting requirements of the CTA and BOI Reporting Rule.[2]
- Foreign reporting companies are still required to file BOI reports unless they qualify for an exemption. Foreign reporting companies must also update BOI reports within the timeframes required under the BOI Reporting Rule.[3]
- Foreign reporting companies will not be required to report any U.S. persons as beneficial owners or company applicants,[4] and U.S. persons will not be required to report BOI with respect to any foreign reporting company for which they are a beneficial owner. A foreign reporting company whose beneficial owners are all U.S. persons must still file a BOI report, but it need not include BOI for U.S. person beneficial owners.[5]
- U.S. persons who previously obtained FinCEN identifiers are exempt from the requirement to update or correct the information they provided to FinCEN when they applied.
- Foreign pooled investment vehicles are only required to report the BOI of foreign beneficial owners who exercise substantial control over the entity and are not required to report information on U.S persons in control of the investment vehicle.[6]
Concurrent with the announcement of Final Rule, FinCEN released responses to Frequently Asked Questions regarding the Final Rule’s scope and requirements.
Looking forward
When the CTA was enacted, it was heralded by many (including some members of the current administration) as landmark legislation that would address a widely criticized gap in the U.S. anti-money laundering framework. Six years later – and after what many viewed as an uneven initial implementation by FinCEN – the statute and the BOI Reporting Rule have lost much of their support, and the rule became a likely target for deregulatory action following the change in administrations.
The BOI Reporting Rule could, at least in theory, be amended and broadened under a future administration. As some commenters noted, exempting U.S. entities from a reporting regime aimed at domestic companies is, at minimum, in tension with congressional intent. However, it remains to be seen whether another administration would have the appetite to revive a rule that has become deeply unpopular.
The future of FinCEN’s 2016 Customer Due Diligence Rule (CDD Rule) also remains an open question. As FinCEN acknowledged in the Final Rule, the agency is still legally required under the CTA to modify the CDD Rule in light of the BOI Reporting Rule. Commenters to the Interim Final Rule raised a number of questions on this issue – including the implications of the revised BOI reporting framework for the compliance obligations of financial institutions. FinCEN stated in the Final Rule that the agency “is considering whether and, if so, how best to clarify these points.”
[1] U.S. Department of the Treasury, FinCEN Permanently Ends Beneficial Ownership Reporting Requirements for Millions of Small Business Owners (August 11, 2026), https://home.treasury.gov/news/press-releases/sb0603.
[2] Consistent with the Interim Final Rule, the Final Rule removes “domestic reporting company” from the “reporting company” definition. As a result, entities that meet the definition of the previously defined term “domestic reporting company” (i.e., U.S. companies created by the filing of a document with a secretary of state or a similar office) are no longer within the scope of the BOI Reporting Rule. Under the Final Rule, “domestic reporting companies” are also included in the BOI Reporting Rule’s categories of exempted entities.
[3] The reporting timelines and requirements of the BOI Reporting Rule (which now apply only to foreign reporting companies) are described in our October 2022 client update.
[4] The Final Rule expands the relief under the Interim Final Rule by exempting foreign companies from the requirement to report U.S. person “company applicants” (i.e., the individuals who helped those foreign companies register to do business in the United States).
[5] This means that foreign reporting companies that only have beneficial owners that are U.S. persons will be exempt from the requirement to report any beneficial owners. In such cases, however, foreign reporting companies will still be required to submit the other required identifying information about the company (e.g., their address and jurisdiction of incorporation).
[6] If more than one individual exercises substantial control over the pooled investment vehicle and at least one of those individuals is not a U.S. person, the entity must report BOI with respect to the non-U.S. beneficial owner who has the greatest authority over the strategic management of the entity.
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