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The U.S. Department of the Treasury’s Financial Crimes Enforcement Network (FinCEN) issued a final rule on August 11 (Final Rule) that effectively “permanently” ends beneficial ownership information (BOI) reporting requirements under the Corporate Transparency Act (CTA) for most entities.[1] The Final Rule tracks FinCEN's March 2025 interim final rule (Interim Final Rule) by preserving the exemption from BOI filing requirements for entities formed in the United States, including those previously classified as "domestic reporting companies” and, rather, continues to confine the CTA's reporting requirements to certain foreign entities registered to do business in the United States. 

History of the BOI Reporting Requirements

The CTA was enacted on January 1, 2021, as part of the National Defense Authorization Act (NDAA) to increase transparency regarding the ownership and control of many domestic and foreign legal entities and make that information available to law enforcement and other authorized users. FinCEN’s original BOI Reporting Rule (effective January 1, 2024) has faced significant commentary, criticism and a turbulent implementation period, marked by court challenges, nationwide injunctions and shifting filing deadlines.

On March 2, 2025, Treasury suspended enforcement against U.S. citizens and domestic reporting companies and their beneficial owners. FinCEN then issued an Interim Final Rule on March 21, 2025, that became effective on March 26, 2025, the most important effect of which was to exclude domestic entities from the definition of “reporting company,” generally limiting BOI reporting to entities formed under non-U.S. law and registered to do business in the United States. On August 11, 2026, FinCEN publicly released the Final Rule, which makes the Interim Final Rule’s narrower reporting framework “permanent” and provides additional relief for U.S. persons. The Final Rule will become effective upon publication in the Federal Register.

FinCEN notes in the Final Rule that it reassessed the balance struck in the original Reporting Rule “between the usefulness of collecting BOI and the regulatory burdens imposed by the scope of [that rule]” and that the “reporting of BOI by domestic reporting companies and their beneficial owners ‘would not serve the public interest’ and ‘would not be highly useful in national security, intelligence, and law enforcement agency efforts to detect, prevent, or prosecute money laundering, the financing of terrorism, proliferation finance, serious tax fraud, or other crimes.’”[2]

Principal Provisions of the Final Rule

The Final Rule adopts the March 2025 interim framework and amends 31 C.F.R. 1010.380 to provide additional protections for U.S.-person information. Its primary components are:

• Domestic entities are not “reporting companies” and therefore remain permanently outside the BOI reporting regime. Importantly, the revised definition of reporting company in Subsection (c)(1) excludes entities created under U.S. state or tribal law. Accordingly, they are not required to submit initial, updated or corrected BOI reports to FinCEN.
• Foreign entities registered in the United States remain subject to BOI reporting. Entities formed under foreign law and registered to do business in a U.S. state or tribal jurisdiction remain “reporting companies” unless an exemption applies. Reporting companies must continue reporting required entity information and information about reportable non-U.S. beneficial owners, and, when applicable, non-U.S. company applicants.
• Reporting companies are not required to report information about U.S. persons. Reporting companies are exempt from reporting BOI for any beneficial owner or company applicant who is a U.S. person. A “company applicant” is, generally, the individual who directly files the document registering the entity in a U.S. jurisdiction and, if applicable, the individual primarily responsible for directing or controlling that filing.
• Foreign pooled investment vehicles must report non-U.S. individuals. Certain foreign pooled investment vehicles generally must report at least one non-U.S. individual who exercises substantial control.
• U.S. persons are no longer required to keep their FinCEN ID information current. A U.S. person who previously obtained a FinCEN identifier is exempt from the ongoing requirement to update changed information or correct inaccurate information submitted with the application. Non-U.S. FinCEN ID holders remain subject to the applicable update and correction deadlines.
• FinCEN plans to delete previously reported BOI about U.S. persons. FinCEN is developing a process to delete information about individuals whom it reasonably believes are U.S. persons, including information concerning beneficial owners, company applicants and FinCEN ID recipients. FinCEN may identify these records through documents such as U.S. passports and driver’s licenses. No deletion deadline has been announced, and FinCEN does not currently expect U.S. entities and U.S. persons to submit requests. FinCEN intends to announce publicly when the process is complete rather than issue individual confirmations.

What Foreign Entities Need to Know About Continuing BOI Compliance

Although the Final Rule eliminates BOI reporting for U.S.-formed entities and U.S. persons, certain foreign entities remain subject to the CTA. Those entities should determine whether they must report, what information must be included and which filing deadlines apply.

An entity is a “reporting company” only if it: (1) was formed under the law of a foreign country; and (2) registered to do business in a U.S. state or tribal jurisdiction by filing a document with a secretary of state or similar office. An entity that meets both conditions should still determine whether it qualifies for one of the CTA’s separate exemptions before filing.

What Information Must Be Reported? 

A reporting company generally must report:

• Information regarding the entity: Entity information includes: (1) the entity’s legal name, trade names or DBAs (doing business as); (2) required U.S. business address; (3) foreign jurisdiction of formation; (4) state or tribal jurisdiction of first registration; and (5) IRS taxpayer identification number (TIN), including an employer identification number (EIN). If the entity does not have a U.S. TIN, it may report a foreign TIN and the issuing jurisdiction.
• Information regarding non-U.S. beneficial owners: Non-U.S. beneficial owners include individuals who exercise substantial control over the entity or own or control at least 25% of its ownership interests. BOI for U.S.-person beneficial owners is not required to be reported.
• If applicable, information regarding non-U.S. “company applicants”: A foreign entity first registered to do business in the United States on or after January 1, 2024, may be required to report up to two non-U.S. company applicants: (1) the individual who directly filed the registration document; and (2) if applicable, the individual primarily responsible for directing or controlling the filing. U.S.-person company applicants are not reported.

When Are the Filing Deadlines?

• A foreign entity that became a reporting company before March 26, 2025, generally was required to file, update or correct its report by the later of April 25, 2025, or 30 calendar days after its registration to do business in the United States.
• A foreign entity that becomes a reporting company after March 26, 2025, generally must file within 30 calendar days after the earlier of receiving actual notice of its U.S. registration or the relevant government office providing public notice.
• A reporting company generally must report a change to required information within 30 calendar days after the change and correct inaccurate information within 30 calendar days after becoming aware, or having reason to know, of the inaccuracy.

What Other Compliance Requirements Apply?

• A filing for a reporting company may be required even if there are no reportable beneficial owners. If all beneficial owners are U.S. persons, the reporting company must still report its required entity information but is not required to include BOI for those U.S. persons.
• U.S. persons no longer need to provide BOI. A U.S. person who is a beneficial owner or company applicant does not have to provide BOI to a reporting company.
• Non-U.S. FinCEN ID holders must keep their information current. They must report a change within 30 calendar days and correct an inaccuracy within 30 calendar days after becoming aware, or having reason to know, of it.
• Foreign reporting companies with FinCEN IDs must keep their information current. A foreign reporting company with a FinCEN ID must update or correct its company information by filing an updated or corrected BOI report.

Practical Bottom Line and Cautionary Notes

It is important to note that while FinCEN characterizes the Final Rule as "permanent," the CTA remains in effect notwithstanding several unsuccessful legislative efforts to repeal it. It is possible that efforts to resurrect the BOI reporting requirements for a broader universe of companies may occur particularly if a future governmental administration has alternative policies and goals.

Further, a petition for certiorari is pending for the U.S. Supreme Court's fall 2026 term in National Small Business United v. Bessent,[3] challenging the constitutionality of the CTA. The Supreme Court may also hear Texas Top Cop Shop v. Blanche in that term, either separately or in conjunction with National Small Business United. There is strong state support, evidenced by the filing of amicus briefs by a coalition of 25 states, urging the court to hear both cases and resolve the CTA's constitutional questions, positing that those issues remain significant even in the face of the Treasury's revised enforcement approach.[4] If the Supreme Court ultimately concludes that the CTA is unconstitutional, the statutory framework of the CTA itself could be repealed or materially modified. Alternatively, if the CTA is determined to be constitutional, a future administration may be interested in resurrecting the prior CTA approach (or otherwise reversing course and expanding the scope of required reporting).

Nevertheless, the following currently applies:

• U.S.-formed entities may now discontinue CTA filing and monitoring procedures, remove unnecessary deadlines from compliance calendars, and, as a recordkeeping best practice, retain prior filing receipts as historical records.
• U.S. persons with FinCEN IDs may discontinue update and correction reminders; non-U.S. FinCEN ID holders should continue monitoring the applicable 30-day requirements.
• A foreign entity registered in the United States should confirm whether it is a reporting company by evaluating all available exemptions, and, if so, identify reportable non-U.S. individuals and maintain controls for applicable filing deadlines.
• Separate financial institution diligence requirements still apply. Even if an entity no longer reports BOI to FinCEN, a financial institution may still require ownership information as part of its customer due diligence or know-your-customer procedures.

Stradley Ronon’s CTA Task Force — a multidisciplinary team established to provide guidance on all facets of the CTA — will continue to monitor developments relating to the CTA, including those in the legislative, litigation and regulatory arenas and provide updates as they become available. We remain available to assist in analyzing requirements for non-U.S. company filing requirements.