The long saga of the Corporate Transparency Act’s (“CTA”) beneficial ownership reporting requirements has reached its final chapter — at least for domestic businesses. On August 11, 2026, the Financial Crimes Enforcement Network (“FinCEN”) issued a final rule permanently exempting all U.S. companies and U.S. persons from reporting beneficial ownership information (“BOI”), which was the primary purpose of the CTA. The rule is effective immediately. FinCEN will also delete previously reported data for U.S. entities. But the CTA is not dead for everyone. Foreign entities registered to do business in the United States remain squarely in scope.
The Story So Far
On January 1, 2021, Congress enacted the CTA as part of the Anti-Money Laundering Act of 2020, creating a sweeping new federal requirement for corporations, LLCs, and similar entities to report their beneficial owners to FinCEN. The implementing regulations (the “Reporting Rule”) took effect January 1, 2024, and applied to tens of millions of domestic and foreign companies, many of whom invested significant resources to understand their compliance obligations.
What followed was a parade of legal challenges. Federal courts issued multiple nationwide injunctions. Deadlines shifted repeatedly. Compliance timelines became a moving target. (Readers of this blog will recall our many updates tracking each twist and turn.)
In March 2025, Treasury suspended enforcement against U.S. companies and issued an interim final rule exempting them on a temporary basis. This week, the Trump administration ended the battle when FinCEN made those exemptions permanent.
Relief for Domestic Companies
For the vast majority of American businesses, the news is simple: you’re done. The final rule permanently removes all domestic entities from the definition of “Reporting Company.” U.S. companies need not file initial BOI reports, updates, or corrections — now or ever. U.S. persons who are beneficial owners or company applicants of any reporting company have no obligation to provide their information. And U.S. persons who previously obtained FinCEN IDs no longer need to keep that information current. FinCEN also said it will delete previously submitted U.S. person data from its database.
But Not for Everyone: Foreign Reporting Companies Stay in Scope
Here’s the catch. Entities formed under the law of a foreign country and registered to do business in the United States still must report. These companies must provide:
- Entity-level identifying information (legal name, trade names, U.S. address, jurisdiction of formation, state of registration, and TIN).
- BOI for their non-U.S. beneficial owners.
They do not need to report any U.S. person beneficial owners or company applicants — that’s new relief from the final rule. But their foreign owners remain reportable.
Foreign pooled investment vehicles have a special rule: they must report BOI only for a non-U.S. person who exercises substantial control. If only U.S. persons exercise substantial control, the entity need not report any beneficial owners at all. Foreign FinCEN ID holders must continue to update or correct their information within 30 days of any change.
Quick Q&A
- Q: What happens to BOI that U.S. persons already filed? FinCEN will purge it. The agency is developing a process to identify and remove records linked to U.S. persons (e.g., submissions tied to a U.S. passport or driver’s license) and expects to coordinate with the National Archives to ensure compliance with federal records-retention rules.
- Q: Why keep the requirement for foreign entities but not domestic ones? Treasury views foreign-organized entities as posing heightened illicit-finance risk. It also concluded that the CDD Rule already gives law enforcement meaningful visibility into domestic ownership, making a separate federal filing obligation for millions of small businesses unnecessary.
- Q: Will my bank stop asking for ownership information? No. The CDD Rule is a separate obligation that requires financial institutions to collect BOI from business customers at account opening. It is unaffected by this final rule.
- Q: I have a FinCEN ID. Do I still have obligations? Not if you’re a U.S. person. Non-U.S. persons must still update their FinCEN ID information within 30 days of any change.
McGuireWoods will continue to monitor developments and publish updates as new guidance is issued. For questions about the CTA or anti-money laundering compliance generally, including customer due diligence and beneficial ownership rules, contact the authors of this article or another McGuireWoods attorney you work with.