The Final Nail In The Corporate Transparency Act Coffin? FinCEN Finalizes Permanent Rollback Of Beneficial Ownership Reporting For Domestic Companies And U.S. Persons

On August 11, 2026, the U.S. Department of the Treasury’s (Treasury) Financial Crimes Enforcement Network (FinCEN) issued a final rule (Final Rule) permanently narrowing the beneficial ownership information (BOI) reporting requirements under the Corporate Transparency Act (CTA).

The Final Rule, which is effective immediately upon publication in the Federal Register, adopts and expands the FinCEN interim final rule issued in March 2025 by permanently exempting all domestic reporting companies from BOI reporting obligations and exempting foreign reporting companies from reporting the BOI of any U.S. persons who are beneficial owners or company applicants. The Final Rule goes beyond the interim final rule by additionally exempting foreign reporting companies from reporting information about U.S. person company applicants (not just U.S. person beneficial owners) and eliminating the requirement for U.S. person holders of FinCEN identifiers to update or correct information previously submitted to FinCEN. Significantly, FinCEN announced that it will delete previously reported BOI of U.S. persons and domestic companies from its beneficial ownership database and indicated that it “will provide notice to the public on its website when it has completed the deletion process.”[1]

[1] FinCEN clarified that it does not anticipate deleting BOI relating to a U.S. company or a U.S. person if included, inadvertently or intentionally, in a filing made after the date that is 180 days after the date of publication of the Final Rule in the Federal Register.

The Final Rule retains BOI reporting obligations solely for foreign reporting companies – corporations, limited liability companies, or other entities formed under the law of a foreign country and registered to do business in the United States by the filing of a document with a secretary of state or any similar office – with respect to their non-U.S. person beneficial owners and company applicants. Those companies must file initial BOI reports within 30 days of the later of the Final Rule's publication date or their registration to do business in the United States and must update or correct previously filed BOI reports within 30 days of any change. FinCEN justified the exemptions under the Secretary of the Treasury’s broad exemptive authority in 31 U.S.C. § 5336(a)(11)(B)(xxiv) and 31 U.S.C. § 5318(a)(7), concluding that reporting of BOI by domestic reporting companies and their beneficial owners “would not serve the public interest” and "would not be highly useful in national security, intelligence, and law enforcement agency efforts to detect, prevent, or prosecute money laundering, the financing of terrorism, proliferation finance, serious tax fraud, or other crimes” and acknowledging that foreign reporting companies present "heightened national security and illicit finance risks."

Critics, including corporate transparency advocacy organizations, certain U.S. Senators, and law enforcement groups, argued that the Final Rule undermines the CTA's original purpose and could weaken the ability of law enforcement to investigate money laundering and other illicit activity that relies on the use of anonymous corporate structures. In response, FinCEN indicated that the Final Rule’s targeted, risk-based approach for BOI collection creates a "highly useful" BOI database while minimizing burden and that the existing customer due diligence rule – which requires financial institutions to collect BOI from legal entity customers at account opening – continues to mitigate illicit finance risks for domestic entities.

Notwithstanding FinCEN’s Final Rule, U.S. entities should keep in mind that as quickly as the current Trump Administration effectively rescinded nearly all of FinCEN’s prior BOI reporting requirements for domestic companies and U.S. persons, a future administration could just as quickly cause Treasury and FinCEN to reinstate BOI reporting obligations for domestic companies and U.S. persons. Accordingly, the Final Rule is not necessarily the final chapter of the CTA. Time will tell.

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