Corporate Transparency Act: FinCEN Permanently Ends Reporting Requirements for U.S. Companies
On August 11, 2026, the U.S. Department of the Treasury's Financial Crimes Enforcement Network ("FinCEN") issued a final rule permanently removing the requirement for U.S. companies and U.S. persons to file Beneficial Ownership Information ("BOI") reports under the Corporate Transparency Act ("CTA"). FinCEN also announced that it will delete previously reported information relating to U.S. persons from the BOI database.
09.29.26
As we previously reported, FinCEN issued an interim final rule in March 2025 that removed BOI reporting requirements for U.S. companies and U.S. persons and limited CTA reporting obligations primarily to certain foreign entities registered to do business in the United States.
The August 11, 2026 final rule adopts those changes on a permanent basis. As a result, entities formed in the United States, including corporations, limited liability companies and other domestic entities, are no longer required to file BOI reports with FinCEN. Similarly, U.S. persons are no longer subject to BOI reporting obligations under the CTA.
In addition to making the March 2025 changes permanent, the final rule:
- Confirms that U.S. persons who obtained FinCEN identifiers are no longer required to update or correct information previously submitted to FinCEN.
- Eliminates the requirement for foreign reporting companies to report U.S. person “company applicants.”
- Exempts certain foreign pooled investment vehicles from reporting beneficial ownership information relating to U.S. persons.
- Confirms that FinCEN will delete information relating to individuals that it reasonably believes are U.S. persons, including previously reported beneficial ownership information, company applicant information and information submitted in connection with FinCEN identifiers. FinCEN stated that affected companies and individuals are not expected to take any action to request deletion.
The CTA has not been repealed. Rather, the reporting regime has been significantly narrowed. Under the final rule, only certain foreign entities that are registered to do business in a U.S. state or jurisdiction remain subject to BOI reporting requirements, and those entities generally are required to report information regarding foreign beneficial owners only.
Accordingly, domestic entities and U.S. persons no longer have any ongoing obligation to file, update or correct BOI reports under the CTA. Foreign entities registered to do business in the United States should continue to evaluate whether they qualify as reporting companies under the revised rule.
Co-authors Jon Katona, Patrick Murphy, or Samantha Blank are partners in the Corporate & Securities practice at Klehr Harrison.
For additional information on the CTA, please see our previous publications:
- New York Entity Reporting Requirements Took Effect in January and Update on Corporate Transparency Act
- Corporate Transparency Act: FinCEN Proposes Removing Requirement for U.S. Companies and U.S. Persons
- Corporate Transparency Act: FinCEN Will Not Enforce the CTA