Overview
On August 11, 2026, the Treasury Department's Financial Crimes Enforcement Network (“FinCEN”) issued a final rule permanently eliminating the requirement for domestic companies and US persons to report beneficial ownership information (“BOI”) under the Corporate Transparency Act (“CTA”). The final rule is effective immediately upon publication in the Federal Register. FinCEN also announced that it will delete BOI previously submitted by US persons who are now exempt from the reporting requirements.
What’s New in the Final Rule
The final rule makes permanent the exemptions that FinCEN first adopted on an interim basis in its March 2025 interim final rule (“IFR”), which was the subject of a prior Steptoe blog post, permanently rolling back BOI reporting obligations for US companies and US persons. The final rule also goes further than the IFR in two respects: it exempts foreign reporting companies from having to report US persons who serve as “company applicants” (the individuals who helped register the company to do business in the United States), and it exempts US persons who have already obtained FinCEN identifiers (“FinCEN IDs”) from any obligation to update or correct the information they submitted to FinCEN when they applied. Additionally, FinCEN confirmed that foreign pooled investment vehicles registered in the United States need not report BOI for a US person who controls the vehicle.
Who Must Still Report
Under the final rule, “reporting companies” are limited to entities formed under the law of a foreign country that have registered to do business in any US state or tribal jurisdiction. These foreign reporting companies remain obligated to report BOI for their non-US beneficial owners and company applicants, but are not required to report information about any US persons who hold either role.
Practical Takeaways
Foreign reporting companies registered to do business in the United States should continue to ensure their BOI filings are accurate and up to date, while domestic companies and US persons formerly subject to the rule have no further reporting obligations.
For additional information on this action please contact a member of our Anti-Money Laundering Practice.
