The US Financial Crimes Enforcement Network (FinCEN) issued a final rule on 11 August 2026 that permanently ends beneficial ownership information (BOI) reporting requirements for US companies and US persons under the Corporate Transparency Act (CTA). The rule takes effect on publication in the Federal Register.
FinCEN also announced that it will delete from its beneficial ownership database all previously reported information that it reasonably believes relates to US persons, including information linked to a US passport or a US driver's licence.
What the rule does
The final rule makes permanent the exemptions that FinCEN had introduced in an interim final rule in March 2025. In practical terms it means:
- US companies are entirely exempt from the BOI reporting requirements and need not file BOI reports.
- Reporting companies need not report BOI for US person beneficial owners or US person company applicants.
- US persons who obtained a FinCEN identifier are relieved of any obligation to update or correct the information they originally provided when obtaining that identifier.
- Foreign companies are no longer required to report US person company applicants, meaning the individuals who helped those foreign companies register to do business in the United States.
- Foreign pooled investment vehicles registered in the United States are exempt from reporting the BOI of any US person in control of the vehicle.
One significant obligation survives: foreign entities that qualify as reporting companies must still report beneficial ownership information for any foreign individual beneficial owners.
Background
The CTA, enacted in 2021, directed FinCEN to collect BOI from a broad range of domestic and foreign entities operating in the United States. The aim was to combat money laundering, sanctions evasion and other financial crimes by stripping away the anonymity of shell company structures. The requirement attracted sustained legal challenge and political opposition, particularly from small business groups that viewed the compliance burden as disproportionate.
The March 2025 interim final rule suspended BOI filing obligations for US domestic companies while FinCEN worked towards a permanent solution. The August 2026 final rule converts that suspension into a complete and enduring exemption.
Database deletion
Unusually, the rule does not merely stop future collection: FinCEN will actively delete information already held about individuals it reasonably believes to be US persons, whether they were reported as company applicants, beneficial owners or recipients of a FinCEN identifier. The deletion is triggered by identifiers such as a US passport or US driver's licence associated with the record.
FinCEN has published updated Frequently Asked Questions and will revise guidance on FinCEN.gov to reflect the final rule.
Implications for practitioners
For purely domestic US entities and their advisers, the compliance question is settled: no BOI report is required and no update obligation subsists. Practitioners advising foreign entities that operate in the United States should confirm whether those entities remain within the definition of a reporting company. If so, the obligation to report foreign individual beneficial owners continues unchanged and should not be overlooked in the transition away from US-person reporting.
Advisers to foreign pooled investment vehicles registered in the United States should note the new carve-out for US person controllers, though reporting for foreign controllers of such vehicles is unaffected.