FinCEN Permanently Lifts Certain Beneficial Ownership Reporting Requirements

The U.S. Treasury Department’s Financial Crimes Enforcement Network (FinCEN) issued a final rule permanently exempting U.S. companies and U.S. persons from beneficial ownership information (BOI) requirements under the Corporate Transparency Act (CTA). At the same time, FinCEN announced it will delete BOI previously reported by U.S. persons from its BOI database.

The final rule took effect on August 14, 2026, and makes permanent exemptions first introduced in FinCEN’s March 2025 interim final rule, which narrowed the BOI filing requirement to foreign reporting companies (see our previous insight here).

Who Must Still Report

Under the final rule, BOI reporting requirements apply only to entities that:

• Are formed under the law of a foreign country;
• Are registered to do business in a U.S. state or tribal jurisdiction by filing a document with a secretary of state or similar office; and
• Are not eligible for a separate exemption.

Foreign reporting companies are not required to file BOI reports on U.S. person beneficial owners, but their BOI filings must include information about any foreign persons that qualify as beneficial owners.

Key Changes From the Interim Rule

The final rule makes two substantive changes to the interim final rule:

1. Foreign reporting companies are no longer required to report U.S. persons who are “company applicants” (i.e. the individuals who registered foreign companies to do business in the U.S.).


2. U.S. persons who obtained FinCEN identifiers (FinCEN IDs) are no longer required to update or correct information provided to FinCEN when they applied for their FinCEN IDs.

As noted above, FinCEN will delete from its BOI database information about individuals whom FinCEN reasonably believes are U.S. persons. FinCEN will provide notice to the public on its website when the deletion process is complete.

The final rule follows a series of constitutional challenges to the CTA and nationwide injunctions staying BOI reporting requirements. The collective result is that the impact of the CTA is significantly narrowed from its original form. FinCEN estimates that approximately 28,000 companies will be required to submit BOI reports under the final rule – down from the approximately 32.6 million domestic and foreign companies estimated under FinCEN’s original 2022 rule.

What’s Next

Foreign entities registered to do business in the United States should evaluate whether the final rule’s narrowed reporting requirements apply to their structures – and, if so, confirm that their filings are complete and accurate within the applicable deadlines.

For guidance on your company’s obligations under the final rule, please contact the authors.