FinCEN’s 2026 Final Rule: U.S. Companies No Longer Required to Report Beneficial Ownership Information
By Zaher Fallahi, Tax Attorney, CPA
The Financial Crimes Enforcement Network (FinCEN), a bureau of the U.S. Department of the Treasury, has finalized a significant narrowing of the beneficial ownership information (BOI) reporting requirements under the Corporate Transparency Act (CTA).
Effective August 14, 2026, U.S. companies and U.S. persons are no longer required to report beneficial ownership information to FinCEN. The final rule makes permanent the principal exemptions that FinCEN initially adopted on an interim basis in March 2025.
For most U.S. corporations, limited liability companies, and other entities created under state or Tribal law, this means the federal BOI filing obligation that generated substantial compliance activity after the CTA took effect has effectively ended.
Background: The Corporate Transparency Act
Congress enacted the Corporate Transparency Act in 2021 as part of the Anti-Money Laundering Act of 2020. The CTA amended the Bank Secrecy Act and was intended, among other objectives, to provide law enforcement with information concerning individuals who ultimately own or control certain legal entities.
FinCEN’s original reporting regulations generally required covered domestic and foreign entities to identify their beneficial owners. For entities created on or after January 1, 2024, the rules also included reporting requirements concerning certain company applicants.
The reporting regime subsequently became the subject of substantial litigation, regulatory changes, deadline extensions, and enforcement developments.
In March 2025, FinCEN issued an interim final rule substantially narrowing the reporting requirements. The August 2026 final rule now makes the principal elements of that approach permanent.
U.S. Companies Are No Longer Reporting Companies
The most consequential change is straightforward:
Entities created in the United States are no longer required to file BOI reports with FinCEN under the revised reporting rule.
Accordingly, a corporation, LLC, or other entity created by filing organizational documents under the laws of a U.S. state or Tribal jurisdiction is generally outside the current definition of a reporting company for BOI purposes.
This exemption also means that domestic companies are not required to update or correct BOI reports they may have submitted while the earlier reporting requirements were in effect.
U.S. Persons Are Also Exempt
The final rule provides substantial relief directly to U.S. persons.
Foreign reporting companies are not required to report beneficial ownership information concerning U.S. persons who are their beneficial owners. The final rule also eliminates the requirement for foreign reporting companies to report U.S. persons who otherwise would qualify as company applicants.
Correspondingly, U.S. persons are not required to provide their BOI to a foreign reporting company solely because they are beneficial owners or company applicants.
The final rule provides additional relief for U.S. persons who previously obtained FinCEN identifiers. They are no longer required to update or correct the personal information originally submitted to obtain those identifiers.
What Happens to BOI Already Submitted by U.S. Persons?
FinCEN has announced that it is implementing a process to delete previously submitted information concerning individuals whom it reasonably believes to be U.S. persons.
This may include information associated with:
- beneficial owners;
- company applicants; and
- individuals who obtained FinCEN identifiers.
FinCEN has indicated that identification linked to documents such as a U.S. passport or U.S. driver’s license may assist it in determining that information relates to a U.S. person.
FinCEN has also stated that it anticipates coordinating with the National Archives and Records Administration as necessary to comply with applicable federal records laws.
Foreign Companies May Still Have BOI Reporting Obligations
The final rule does not eliminate BOI reporting altogether.
The revised definition of a reporting company generally covers an entity that:
- was formed under the law of a foreign country; and
- registered to do business in a U.S. state or Tribal jurisdiction by filing a document with a secretary of state or similar governmental office.
Even within this category, various exemptions may apply. Therefore, a foreign entity registered in the United States should determine whether it actually falls within the revised definition of a reporting company before assuming that a BOI filing is required.
What Must a Covered Foreign Reporting Company Report?
A foreign entity that remains subject to the BOI rules generally must provide identifying information about the company itself, including its legal name, applicable trade or assumed names, business address, foreign jurisdiction of formation, jurisdiction of its initial U.S. registration, and applicable taxpayer identification information.
The reporting obligation may also include information concerning foreign individuals who qualify as beneficial owners and, where applicable, non-U.S. company applicants.
Importantly, U.S. persons are excluded from these BOI reporting requirements.
Who Is a “Beneficial Owner”?
For a foreign entity that remains a reporting company, a beneficial owner generally is an individual who, directly or indirectly:
- exercises substantial control over the reporting company; or
- owns or controls at least 25% of the company’s ownership interests.
A beneficial owner must generally be a natural person. A corporation, trust, LLC, or other legal entity is not itself treated as the beneficial owner, although special rules may affect how ownership through such structures is analyzed.
Again, under the final rule, a reporting company does not report a beneficial owner who is a U.S. person.
Why Did FinCEN Retain Reporting for Foreign Companies?
Treasury and FinCEN have explained that foreign entities registered to conduct business in the United States can present different illicit-finance and national-security concerns than domestic entities.
FinCEN has therefore moved from the original broad CTA reporting framework to a more targeted system focusing principally on foreign entities registered to do business in the United States.
At the same time, domestic entities remain subject to numerous other federal and state transparency, tax, banking, recordkeeping, and anti-money-laundering requirements. The elimination of CTA reporting for domestic companies should therefore not be interpreted as eliminating other beneficial-ownership or customer-identification requirements that may arise under banking, tax, licensing, or other laws.
Practical Takeaways
For businesses and their advisers, the August 2026 final rule creates an important distinction:
U.S.-created entities generally no longer have a federal BOI filing obligation under the CTA, while certain foreign-created entities registered to do business in the United States remain within the reporting regime.
Foreign companies with a U.S. registration should therefore review their organizational structure, the jurisdiction in which they were formed, the nature of their U.S. registration, available exemptions, and the citizenship or U.S.-person status of individuals who own or control the company.
Companies should also avoid assuming that an earlier BOI determination remains correct. The reporting framework changed substantially between the original regulations, the March 2025 interim final rule, and the August 2026 final rule.
Sources
This article is based principally on the U.S. Department of the Treasury/FinCEN August 2026 announcement, FinCEN’s Final Rule Questions and Answers, the Corporate Transparency Act, and FinCEN’s beneficial ownership reporting regulations, including the March 2025 interim final rule.
Disclaimer: This article is provided for general educational and informational purposes only and does not constitute legal, tax, or accounting advice. BOI reporting depends on the facts and circumstances of the particular entity. Businesses potentially subject to the reporting requirements should consult the applicable statute, regulations, current FinCEN guidance, and their professional advisers.
Zaher Fallahi, Tax Attorney, CPA
Los Angeles: (310) 719-1040
Orange County: (714) 546-4272
