The Financial Crimes Enforcement Network (FinCEN) issued a final rule (the Final Rule) on August 11, 2026, that appears to permanently eliminate the requirement for U.S. entities and U.S. persons to report beneficial ownership information (BOI) under the Corporate Transparency Act (CTA). While the CTA remains a law on the books, the Final Rule effectively removes the reporting obligations for domestic entities and persons. BOI is identifying information for persons with direct or indirect control or ownership of a company. FinCEN has also announced that all previously reported information by U.S. persons, which would now be exempt from reporting, would be deleted from the BOI database. Foreign entities that are registered to do business in a U.S. state or tribal jurisdiction are still required to report BOI for foreign persons. There are multiple types of entities that may be exempt from reporting, so foreign entities should carefully review those exemptions before reporting their BOI.
On January 1, 2021, Congress enacted the CTA. Effective January 1, 2024, the CTA reporting requirement subjected millions of small businesses owners in the U.S. to reporting BOI, but the requirements faced nationwide injunctions and litigation. On March 2, 2025, FinCEN announced that it was suspending enforcement of the CTA. On March 26, 2025, FinCEN issued an interim final rule, which exempted U.S. entities and persons from BOI reporting requirements. Following a period of public comments, the Final Rule became effective upon publishing in the Federal Register on August 14, 2026. Given the CTA's litigation history, businesses should continue to monitor developments in this area.
Based on the Final Rule, the following are key updates for business owners:
- All U.S. companies are currently exempt from BOI reporting requirements under the Final Rule.
- All U.S. persons who obtained FinCEN identifiers (IDs) are currently exempt from updating or correcting their information provided to FinCEN when they first applied for FinCEN IDs. Individuals who are not U.S. persons must report any change to the information that they previously submitted within 30 calendar days of the change in said information.
- The requirement for foreign companies to report the U.S. person "company applicant" (i.e., the individual who assisted the foreign entity in registering to do business in the U.S.) is currently eliminated.
- Foreign pooled investment vehicles registered in the U.S. are now currently exempt from reporting the BOI of a U.S. person in control of the investment vehicle.
- FinCEN will delete all information for all individuals in the BOI database which it reasonably determines is a U.S. person, including company applicants, beneficial owners, and FinCEN ID recipients. In making this determination, FinCEN will, for example, review whether the individual's information is tied to a U.S. passport or driver's license.
- Foreign entities that are registered to do business in the U.S. are still required to report BOI for foreign persons. However, based on the Final Rule, reporting companies would not be required to report the BOI of any U.S. persons, including U.S. companies.
As always, businesses should consult with legal counsel to assess how these changes may apply to their specific circumstances. Please reach out to Tyler Saenz to assess the impact on your business.