On August 11, 2026, the U.S. Department of the Treasury’s Financial Crimes Enforcement Network (FinCEN) announced a final rule that became effective on August 14, 2026. The final rule adopts with limited changes the interim final rule issued in March 2025. The rule permanently exempts domestic reporting companies from beneficial ownership information (BOI) reporting under the Corporate Transparency Act (CTA). It also exempts reporting companies from reporting BOI for U.S.-person beneficial owners and company applicants, exempts those U.S. persons from providing their information, and relieves U.S. persons from having to update or correct information previously submitted to obtain a FinCEN identifier.
Only certain non-exempt entities 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 office remain subject to the reporting requirements for their non-U.S. beneficial owners only.
Congress enacted the CTA as part of the Anti-Money Laundering Act of 2020, which was included in the National Defense Authorization Act for Fiscal Year 2021. The legislation became law on January 1, 2021, after Congress overrode President Trump’s veto. The CTA was designed to combat money laundering, terrorist financing, tax fraud, and other illicit activity conducted through anonymous shell companies by requiring “reporting companies” to disclose information about the individuals who own or control them to FinCEN.
FinCEN issued its original implementing rule on September 30, 2022, and the BOI reporting requirements took effect on January 1, 2024. As originally adopted, the rule covered both domestic and foreign reporting companies and required them to report information about themselves and their beneficial owners. Tens of millions of domestic and foreign entities—both newly formed and already in existence—were required to report identifying information about their beneficial owners, and many businesses and individuals started to comply with their reporting requirements.
The CTA faced constitutional challenges before and after BOI reporting began. In late 2024 and early 2025, federal district courts in Texas Top Cop Shop and Smith entered into nationwide orders that disrupted implementation of the reporting requirements. On January 23, 2025, in McHenry v. Texas Top Cop Shop, Inc., 604 U.S. __ (2025), the U.S. Supreme Court stayed one such injunction, temporarily reinstating BOI filing obligations while the underlying appeals proceeded. That order did not, by itself, restore BOI reporting nationwide because a separate order in Smith v. U.S. Department of Treasury remained in effect. It was not until February 18, 2025, when the Smith court stayed its own order pending appeal, that FinCEN announced that the reporting requirements were once again in effect.
Less than a month later, on March 2, 2025, Treasury announced that it would no longer enforce any CTA-related penalties or fines against U.S. citizens or domestic reporting companies and their beneficial owners and that it intended to narrow the reporting rule to only apply to foreign reporting companies. FinCEN implemented that policy through an interim final rule effective March 25, 2025. The August 2026 final rule makes the interim rule’s principal exemptions permanent and expands the relief for U.S. persons to cover company applicants and the FinCEN-identifier updates.
The constitutional litigation has not entirely ended. In December 2025, the U.S. Court of Appeals for the Eleventh Circuit reversed an Alabama district court decision and held that the CTA is facially within Congress’s Commerce Clause authority and does not facially violate the Fourth Amendment. A petition seeking U.S. Supreme Court review of the decision remains pending.
Under the revised rule, an entity remains potentially subject to BOI reporting only if:
A foreign reporting company is required to provide the U.S. address of either (i) its physical location in the U.S., (ii) its principal place of business, (iii) its current U.S. address from which it generally conducts business functions in the U.S., or—if none of them apply—(iv) the U.S. address of the person designated to accept service of legal process—typically its registered agent or registered office address. Further, a foreign reporting company must report BOI for its non-U.S. beneficial owners. The beneficial owners themselves do not separately register with FinCEN or file separate BOI reports; the reporting obligation rests with the company. A foreign reporting company that has only U.S.-person beneficial owners must still file a company report, but it does not include BOI for those owners.
FinCEN has also announced that it will undertake a one-time process to remove, as practicable, information from the BOI database that would not have been required if the final rule had applied from the beginning. This includes information associated with domestic reporting companies and information FinCEN reasonably identified as having been provided by or concerning U.S. persons. FinCEN does not expect U.S. companies or U.S persons to request deletion individually and plans to issue a public notice when the deletion process is complete.
The final rule does not eliminate the separate beneficial-ownership collection requirements imposed on covered financial institutions under FinCEN’s Customer Due Diligence Rule (CDD). The CDD requirements should not, however, be considered as entirely unchanged. Unrelated to the CTA developments, on February 13, 2026, FinCEN issued an exceptive-relief order under which a covered financial institution may limit its identification and verification of a legal-entity customer’s beneficial owners to three circumstances: (1) when the customer first opens an account with the institution, (2) when the institution learns facts that reasonably call into question the reliability of information previously obtained, and (3) when collection or verification is warranted under the institution’s risk-based ongoing CDD procedures. In addition, FinCEN emphasized that it is still required to modify the CDD rule and, now that it has completed the changes in the CTA-related BOI reporting requirements, it can refocus on updating the CDD rule.