FinCEN permanently eliminates beneficial ownership reporting requirements for US companies and US persons

Overview

The U.S. Department of the Treasury’s Financial Crimes Enforcement Network (FinCEN) has issued a final rule permanently removing the requirement for U.S. companies and U.S. persons to report beneficial ownership information (BOI) under the Corporate Transparency Act (CTA). The final rule, announced on August 11, 2026, is effective upon publication in the Federal Register. FinCEN additionally announced that it will delete previously reported BOI relating to U.S. persons from its BOI database.

The final rule makes permanent a series of exemptions first introduced through FinCEN’s March 2025 interim final rule and represents a substantial narrowing of the CTA’s reporting framework. See Federal Register: Beneficial Ownership Information Reporting Requirement Revision and Deadline Extension. As a result of this action, U.S. companies and U.S. persons are no longer subject to beneficial ownership reporting requirements under FinCEN’s BOI regime.

Background

Congress enacted the CTA in 2021 as part of broader anti-money laundering reforms designed to increase transparency regarding the ownership and control of legal entities. The legislation directed FinCEN to establish and maintain a beneficial ownership reporting system requiring certain entities to disclose information concerning their beneficial owners and company applicants.

Implementation of the CTA’s reporting requirements generated significant compliance concerns and litigation, particularly among small businesses and privately held companies. See FinCEN provides Corporate Transparency Act reporting guidelines for bankruptcy but uncertainty remains | Reuters. In March 2025, FinCEN issued an interim final rule exempting domestic entities and U.S. persons from BOI reporting requirements while the agency considered a permanent revision to the reporting framework. See FinCEN Removes Beneficial Ownership Reporting Requirements for U.S. Companies and U.S. Persons, Sets New Deadlines for Foreign Companies | FinCEN.gov. The new August 2026 final rule largely adopts those interim measures on a permanent basis.

Key changes

The final rule includes several significant revisions to the BOI reporting regime. Most notably, it permanently exempts U.S. companies and U.S. persons from beneficial ownership reporting requirements. In addition, U.S. persons who have obtained FinCEN identifiers are no longer required to update or correct information previously submitted to obtain those identifiers. The rule also eliminates the requirement for foreign companies to report U.S. person company applicants and exempts foreign pooled investment vehicles registered in the United States from reporting BOI relating to U.S. persons who exercise control over the vehicle. Finally, FinCEN has confirmed that it will delete information concerning individuals it reasonably believes are U.S. persons, including beneficial owners, company applicants and recipients of FinCEN identifiers.

According to FinCEN, information may be identified as relating to a U.S. person where it is associated with a U.S. passport, a U.S. driver’s license or similar indicia. FinCEN has further stated that it will work through applicable federal records-management requirements as part of the deletion process.

Remaining entities subject to reporting

Although the final rule removes reporting obligations for U.S. companies and U.S. persons, certain foreign entities may still be required to submit BOI.

Under FinCEN’s revised reporting framework, “reporting companies” generally consist of entities formed under the law of a foreign country that have registered to do business in a U.S. state or tribal jurisdiction through a filing with a secretary of state or similar office. We note those entities remain subject to BOI reporting requirements with respect to foreign individuals, subject to applicable exemptions. Additionally, foreign reporting companies generally are no longer required to report information concerning U.S. person beneficial owners or U.S. person company applicants.

We emphasize that foreign entities operating in the United States should therefore continue to assess whether they fall within the revised definition of a reporting company and whether any residual reporting obligations remain applicable. We are happy to assist with this process. 

Practical implications

For domestic companies, the final rule brings certainty regarding the future of CTA compliance obligations. Generally, from our view, businesses that had been preparing beneficial ownership reports, implementing ownership-tracking procedures or monitoring changes in ownership structures for reporting purposes will no longer be required to do so under FinCEN’s BOI reporting framework.

The rule is also notable from a privacy perspective. In addition to eliminating future reporting obligations for U.S. persons, FinCEN has committed to deleting information it reasonably believes relates to U.S. persons from the existing beneficial ownership database. This marks a significant pivot from the original reporting regime envisioned under the CTA.

We note that foreign companies, however, should not assume that all reporting obligations have been eliminated. Entities formed outside the United States and registered to conduct business in the United States may still have reporting obligations regarding foreign beneficial owners and should review the final rule and accompanying guidance carefully.

Next steps

Alongside the final rule, FinCEN has published Frequently Asked Questions addressing the revised reporting framework and indicated that additional guidance will be updated to reflect the new requirements.

Businesses, particularly foreign entities registered to do business in the United States, should continue to monitor FinCEN guidance and assess whether any remaining reporting obligations apply to their operations.

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We will continue to monitor developments in this area, and we encourage you to subscribe to be kept informed of the latest developments. Please contact the authors or your usual HSF Kramer contacts for more information.