Financial & Corporate Compliance 18 สิงหาคม, 2569

FinCEN issues final rule removing U.S. companies and persons from the CTA’s BOI reporting requirement

By: Sandra Feldman

Key Takeaways

  • FinCEN’s final BOI reporting rule makes permanent the interim final rule’s removal of the requirement for U.S. companies and U.S. persons to report BOI to FinCEN under the Corporate Transparency Act
  • FinCEN confirmed that it will delete previously reported BOI of U.S. persons
  • The final rule also exempts U.S. person company applicants from having to report BOI and U.S. persons with FinCEN Identifiers from having to update their BOI

On January 1, 2021, Congress enacted into law the Corporate Transparency Act (CTA). The CTA established new beneficial ownership information (BOI) reporting requirements for many corporations, LLCs, and similar entities operating in the United States. The CTA required the Treasury Department to prescribe regulations to implement the CTA's reporting requirements. Treasury has delegated rulemaking responsibility to the Financial Crimes Enforcement Network (FinCEN).

On March 26, 2025, FinCEN issued an interim final rule that removed the requirement for U.S. companies and U.S. persons to report BOI to FinCEN under the CTA.

On August 11, 2026, FinCEN issued the final rule, which became effective on August 14, 2026, implementing the CTA’s reporting requirements. The final rule, among other things:

  • Permanently removes the requirement for U.S. companies and U.S. persons to report BOI to FinCEN
  • Exempts U.S. persons who have obtained FinCEN Identifiers from any obligation to update or correct the information they previously provided to FinCEN
  • Eliminates the requirement for foreign reporting companies to report U.S. person company applicants
  • Eliminates the requirement for foreign pooled investment vehicles registered in the U.S. to report the BOI of any U.S. person exercising substantial control over the pooled investment vehicle
  • Confirms that FinCEN will delete information about any individuals —company applicants, beneficial owners, or recipients of a FinCEN ID—that FinCEN reasonably believes is a U.S. person
  • Continues to require certain foreign (non-U.S.) entities that register to do business in the U.S. to file a BOI report with FinCEN
  • Continues to require foreign entities that are reporting companies to report BOI for non-U.S. persons who are beneficial owners and non-U.S. persons who are company applicants

 

Frequently asked questions about BOI reporting under the CTA as implemented by the final rule

  • Who has to file a BOI report?

    A reporting company is defined as any entity that is:

    (A) a corporation, limited liability company, or other entity;

    (B) formed under the law of a foreign country; and

    (C) registered to do business in any State or tribal jurisdiction by the filing of a document with a secretary of state or any similar office under the law of that State or Indian tribe.

    There are multiple types of entities that are exempt from the reporting requirements. Foreign entities potentially falling under the definition of “reporting company” should carefully review the qualifying criteria before concluding whether the foreign company must report BOI.

    United States entities are exempt from the BOI requirements and are not required to file BOI reports.

  • What information has to be reported?
    The initial report includes for the reporting company, its legal name, any trade names, a complete current address, its jurisdiction of formation, and its tax identification number, and for each non-U.S. person who is beneficial owner and each non-U.S. person who is a company applicant, their full legal name, date of birth, complete current address, unique identifying number and issuing jurisdiction from certain government issued identification documents, and an image of the acceptable document.
  • Who is a beneficial owner of a reporting company?

    A beneficial owner is an individual who either directly or indirectly: (1) exercises substantial control over the reporting company, or (2) owns or controls at least 25% of the reporting company’s ownership interests.

    Reporting companies are not required to report the BOI of any U.S. persons who are beneficial owners. Furthermore, U.S. persons are exempt from having to provide BOI to any reporting company for which they are beneficial owners.

  • Who is a company applicant of a reporting company?

    A company applicant is the individual who directly files the document that registers the company and if more than one person is involved in the filing, the individual who is primarily responsible for directing or controlling the filing.

    Reporting companies are exempt from the requirement to report information about any U.S. persons who are company applicants. U.S. persons are also exempt from the requirement to provide their information with respect to any reporting company for which they are company applicants.

  • What is a FinCEN identifier?

    A “FinCEN identifier” is a unique identifying number that FinCEN will issue to an individual or a reporting company upon request after the individual or reporting company provides certain information to FinCEN. 

  • Who needs to update or correct information submitted to obtain a FinCEN identifier?

    Individuals who are not U.S. persons must update or correct information within 30 calendar days after the date on which the change occurred or the individual becomes aware of or has reason to know of the inaccuracy. Reporting companies with a FinCEN identifier must update or correct the company’s information by filing an updated or corrected BOI report, as appropriate.

    U.S. persons who have obtained FinCEN identifiers are not required to update or correct the information they previously provided to FinCEN in order to obtain those FinCEN identifiers.

  • When does a reporting company have to file its BOI report?
    A reporting company is required to file an initial BOI report within 30 calendar days of the earlier of the date on which it receives actual notice that it has been registered to do business or the date on which a secretary of state or similar office first provides public notice. An updated BOI report must be filed within 30 calendar days of a change in the information it reported with respect to the company or its beneficial owners.
  • Where can I obtain more information about BOI reporting under the CTA and final rule?

    FinCEN’s website https://www.fincen.gov/boi

    The final rule from the Federal Register

    https://www.govinfo.gov/content/pkg/FR-2026-08-14/pdf/2026-16576.pdf

Sandra Feldman
Sandra Feldman
Publications Attorney
Sandra (Sandy) Feldman has been with CT Corporation since 1985 and has been the Publications Attorney since 1988. Sandy stays on top of the most pressing and pertinent business entity law issues that impact CT Corporation customers of all sizes and segments.
Expert Insights
Stay informed
Subscribe to CT Corporation's newsletters for business compliance updates and legislative news.
Sign up
Additional information
Contact CT Corporation
Access resources
View events

Contact CT Corporation

Contact us today for business registration and business compliance assistance.  

Contact a Specialist
Back To Top