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The US Financial Crimes Enforcement Network (FinCEN) has finalized the significant scaling back of beneficial ownership reporting requirements under the Corporate Transparency Act (CTA) that previously was effected on an interim basis in March 2025.
What you need to know
- A final rule brings certainty to last year’s changes, ensuring that US companies need not file, update, or correct CTA beneficial ownership reports, including when they are ultimately owned or controlled by non-US companies or persons.
- FinCEN will delete information about any individuals—company applicants, beneficial owners, or recipients of a FinCEN ID—that FinCEN reasonably believes is a US person (for instance, if the information is linked to a US passport or US driver’s license).
- Non-US entities that register to do business in the US will continue to have a beneficial ownership reporting obligation, but are not required to disclose beneficial owners who are US individuals.
Background on US beneficial ownership reporting requirements
The CTA is an anti-money laundering law enacted in 2021 that established new beneficial ownership reporting requirements for millions of companies in the US and globally. Ahead of a January 1, 2025, deadline for all pre-existing “reporting companies” to submit their initial beneficial ownership reports to a newly created database, a flurry of court decisions threw FinCEN’s rules implementing the CTA’s requirements into turmoil.
In March 2025, under the auspices of a new administration, FinCEN announced new exemptions on an interim basis that relieved most companies from any further obligations under the CTA. Specifically, all US entities formed or organized in any state, territory, commonwealth, or tribal jurisdiction—previously defined as “domestic reporting companies”—no longer had any reporting requirements under the CTA. Additionally, for those non-US entities still required to report, the interim rule removed the obligation to disclose their beneficial owners who are US persons.
Final rule brings certainty
FinCEN has now issued a final rule that “permanently removes the requirement for US companies and US persons to report beneficial ownership information to FinCEN under the [CTA]”1. FinCEN also announced that it will delete previously reported information by US persons—now exempt from the reporting requirements—from its beneficial ownership information database.
As with the March 2025 revisions, non-US entities registered to do business in one or more US states—previously known as “foreign reporting companies”—will still be required to file and update beneficial ownership reports if they do not qualify for another exemption, such as being owned by a US public company. These entities, now known simply as “reporting companies”, are not required to provide any information about their beneficial owners who are US persons, and US persons will not be obligated to supply information to entities for which they are a beneficial owner.
The final rule makes two additional changes relating to US persons. First, it exempts non-US reporting companies from the requirement to report US person “company applicants” (i.e., the individuals who helped those companies register to do business in the United States). Second, it exempts US persons who applied for FinCEN identifiers (FinCEN IDs) from having to update or correct the information they provided to FinCEN when they applied.
With these changes solidified, the only remaining obligation under the CTA’s implementing regulations is on non-US companies registered to do business in the US to report their non-US beneficial owners and non-US company applicants.
A chapter closes
The CTA, touted by US Secretary of State Marco Rubio (then a US Senator) as “the most significant anti-corruption and money laundering law in decades”, is intended to give banks and law enforcement agencies access to information about the ownership of shell companies and other entities not already regulated by the US2. FinCEN’s initial regulations swept broadly to capture many benign companies, including, for example, US holding companies and investment funds ultimately owned by non-US parents (both privately held or publicly-traded).
The changes to the implementing rules are a welcome relief for many companies and individuals alike, even while they cast doubt on the ongoing efficacy of the CTA.
Footnotes
1. US Department of the Treasury, “FinCEN Permanently Ends Beneficial Ownership Reporting Requirements for Millions of Small Business Owners” (press release, 2026).
2. Andrew Duehren, “Treasury Scales Back Scrutiny of U.S. Shell Companies” (New York Times, 2026).
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