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On August 11, 2026, the US Department of the Treasury’s Financial Crimes Enforcement Network (FinCEN) issued a final rule finalizing changes to the Corporate Transparency Act’s (CTA) beneficial ownership information (BOI) reporting regime, replacing the interim final rule that was issued in 2025. The final rule exempts US companies and US persons from the BOI reporting requirements and the obligation to correct or update previously provided information, ending for now a compliance regime that was originally expected to apply to millions of domestic entities and persons. The final rule became effective August 14, 2026.
Key aspects of the final rule include the following:
- US companies are not required to report BOI. FinCEN removed domestic reporting companies from the scope of the BOI reporting requirements, meaning that entities formed via a filing with a US secretary of state or similar office are exempt.
- US persons are exempt from BOI reporting obligations. Individuals who are US persons are not required to report BOI under the CTA.
- Foreign companies remain subject to reporting requirements. Entities formed under the law of a foreign jurisdiction and registered to do business in a US state or tribal jurisdiction must continue filing BOI reports unless an exemption under the final rule applies.
- Foreign companies are not required to report the BOI of US persons. Under the final rule, reporting companies are not required to report the BOI of US persons who are beneficial owners or company applicants of the foreign entity. Reporting companies are, however, required to report the BOI of foreign individuals.
- A US person exemption applies for foreign pooled investment vehicles. Foreign pooled investment vehicles are not required to report the BOI of US persons who exercise substantial control over the entity.
- Previously reported information of US persons will be deleted. FinCEN is implementing a process to delete from its database previously reported BOI that it reasonably believes was provided by a US person, including company applicants, beneficial owners, and recipients of a FinCEN identifier (FinCEN ID).
- US persons are relieved of update obligations. US persons who previously obtained FinCEN IDs are not required to update or correct information submitted in connection with those identifiers.
The final rule did not eliminate the CTA. Until the CTA is amended or repealed, the final rule could be reversed, narrowed, or broadened in the future by the current or a future administration.
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