The Treasury Department’s Financial Crimes Enforcement Network published a final rule that removes the requirement for U.S. companies and U.S. persons to report beneficial ownership information to FinCEN under the Corporate Transparency Act. Additionally, FinCEN will delete from its database information previously reported by US persons.
This final rule makes the interim final rule, finally final.
At least until a future administration decides to revisit this final rule or there is a court challenge.
The final rule:
- adopts the exemptions set out in the interim final rule issued in March 2025, making the rollback of beneficial ownership reporting by U.S. companies permanent
- exempts U.S. persons who have obtained FinCEN IDs from any obligation to update or correct the information they originally provided to FinCEN to obtain their FinCEN IDs
- eliminates the requirement for foreign companies to report U.S. person “company applicants”
- exempts foreign pooled investment vehicles registered in the United States from reporting the beneficial ownership information of a U.S person in control of the investment vehicle
- confirms that FinCEN will delete information about any individuals—company applicants, beneficial owners, or recipients of a FinCEN ID—that FinCEN reasonably believes is a U.S. person
All that is left is foreign entities that are “reporting companies” are still required to report beneficial ownership information for foreign individuals.
This is win for those who think the CTA is an overreach. It’s a loss those concerned about money-laundering and the illegal flow of funds. It also puts the US at odds with the rest of the western democracies.
As noted in section II.B.2., there are those that think this final rule is inconsistent with the specific provisions of the Corporate Transparency Act. That includes Senator Whitehouse and Senator Grassley who were the original sponsors of the Act. The Corporate Transparency Act passed 322 to 87 in the House, 81 to 13 in the Senate. Congress even overturned a presidential veto to get it enacted. It seems likely that a future administration may think that money-laundering is bad and will revisit this rule.
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