On August 11, 2026, the U.S. Department of the Treasury’s Financial Crimes Enforcement Network (FinCEN) announced a final rule that permanently removes beneficial ownership information (BOI) reporting requirements under the Corporate Transparency Act (CTA) for U.S. companies and U.S. persons. The final rule became effective August 14, 2026. FinCEN also announced that it will delete previously reported information concerning U.S. persons from its BOI database.
In announcing the rule, Treasury Secretary Scott Bessent characterized the action as “a victory for common sense and American small businesses,” adding that Treasury was eliminating a burdensome reporting requirement for millions of business owners “without compromising our national security.”
This final rule represents the culmination of a series of significant changes to the CTA over the past two years. As discussed in our January 2025 newsletter, the CTA originally imposed BOI reporting requirements on a broad range of entities, including a number of entities affiliated with investment advisers that did not independently qualify for an exemption.
At that time, however, the CTA’s implementation had been disrupted by competing federal court orders concerning its constitutionality and enforceability. Our January 2025 article noted that impacted entities were not then required to submit BOI and concluded that, given the pending litigation and change in administration, it was “far from certain” that the CTA would ultimately survive in its original form.
As we subsequently reported in our April 2025 newsletter, FinCEN took a significant step toward narrowing the CTA on March 21, 2025, when it issued an interim final rule eliminating BOI reporting requirements for entities created in the United States and for U.S. persons.
The interim rule limited the definition of a “reporting company” to certain entities formed under foreign law and registered to do business in the United States. It also generally exempted foreign reporting companies from reporting BOI concerning U.S. persons who were their beneficial owners.
FinCEN’s new final rule makes that March 2025 regulatory approach permanent while providing several additional exemptions. In particular, the final rule:
- Permanently exempts U.S. companies and U.S. persons from BOI reporting requirements;
- Exempts U.S. persons who obtained FinCEN IDs from obligations to update or correct the information originally provided to obtain those IDs;
- Eliminates the requirement for foreign reporting companies to report U.S. persons who served as “company applicants” in connection with their U.S. registration;
- Exempts foreign pooled investment vehicles registered in the United States from reporting BOI concerning a U.S. person who controls the vehicle; and
- Provides that FinCEN will delete previously reported information concerning company applicants, beneficial owners, and FinCEN ID recipients whom FinCEN reasonably believes are U.S. persons.
Foreign entities that qualify as reporting companies remain subject to the CTA and must continue to report BOI concerning foreign individuals, unless another exemption applies.
Takeaway
For investment advisers and other U.S. businesses, the uncertainty surrounding domestic CTA reporting obligations has effectively come to an end. What began as a broad reporting regime applicable to many U.S. entities has now been permanently narrowed to focus principally on certain foreign entities and their foreign beneficial owners. For advisers utilizing foreign entities or foreign pooled investment vehicles within their organizational structures, however, the remaining CTA requirements should still be considered when determining whether a particular entity has an ongoing BOI reporting obligation.