If your business was required to report beneficial ownership information (BOI) to the federal government under the Corporate Transparency Act (CTA), there's good news: On August 11, 2026, the Financial Crimes Enforcement Network (FinCEN) issued a final rule eliminating the reporting requirements for U.S. businesses and individuals. However, the CTA itself hasn't been repealed — and certain businesses may still need to comply with its reporting requirements.
The CTA was enacted in 2021, and its BOI reporting requirements took effect on January 1, 2024. It required certain businesses to provide information about their "beneficial owners" to FinCEN. A beneficial owner is generally someone who, directly or indirectly, exercises substantial control over a reporting company or owns or controls at least 25% of its ownership interests.
Under the original rules, a "domestic reporting company" generally included any corporation, limited liability company (LLC) or other legal entity created through documents filed with the appropriate state authorities. A foreign reporting company included any private entity formed in a foreign country that was properly registered to do business in the United States.
Reporting companies created or registered on or after January 1, 2024, were also required to provide certain information about their company applicants. A company applicant generally includes someone responsible for filing the documents that create or register an entity or someone primarily responsible for directing or controlling the filing.
The law was designed to combat money laundering, terrorist financing and other illicit activities by making it more difficult for individuals to conceal their business ownership. Under the original rules, the CTA generally applied to both domestic and foreign privately held reporting companies, subject to numerous exemptions.
After a series of legal challenges and changes to the reporting deadlines, FinCEN issued an interim final rule in March 2025 exempting U.S. companies and certain associated individuals from the reporting requirements. The new final rule makes those exemptions permanent.
Under the final rule, entities created in the United States — including those previously characterized as "domestic reporting companies" — are exempt from BOI reporting requirements. This means a U.S.-created corporation, LLC or other entity that otherwise would have been subject to the CTA generally doesn't have to:
The exemption applies regardless of whether a domestic entity previously filed a BOI report with FinCEN.
FinCEN has also announced that it will delete previously reported information about individuals it reasonably believes are U.S. citizens or residents from the BOI database. This includes information about these beneficial owners and company applicants, as well as individuals who provided information to obtain a FinCEN identifier.
In addition, U.S. citizens or residents who obtained a FinCEN identifier are no longer required to update or correct the information they previously provided to FinCEN to obtain the identifier.
The CTA hasn't been repealed, and the BOI reporting requirements haven't disappeared entirely. Under the final rule, a "reporting company" is generally limited to an entity formed under the law of a foreign country that has registered to do business in a U.S. state or tribal jurisdiction by filing a document with a secretary of state or similar office.
Not every foreign entity that meets this definition must file. Existing CTA exemptions may still apply.
A foreign entity that's subject to the reporting requirements must provide certain identifying information about the company and its reportable beneficial owners. However, the final rule provides important exceptions involving U.S. persons.
Reporting companies don't have to report information for U.S. citizens or residents who are beneficial owners or company applicants. Likewise, these individuals aren't required to provide their BOI to a reporting company for which they're a beneficial owner or company applicant. Thus, the individuals whose information generally remains reportable are foreign individuals associated with foreign reporting companies.
Foreign entities that remain subject to the CTA must continue to comply with FinCEN's reporting requirements. A foreign reporting company registered to do business in the United States after March 26, 2025, generally must file an initial BOI report within 30 calendar days after receiving actual notice that its registration is effective or after a secretary of state or similar office first provides public notice of its registration, whichever occurs earlier.
Foreign reporting companies registered to do business in the United States before March 26, 2025, generally were required to file their initial BOI reports by April 25, 2025. After the initial filing, foreign reporting companies may also be required to update or correct reportable information when changes or inaccuracies arise.
What are the penalties for failing to comply with the new reporting rules? Someone who willfully violates the BOI reporting requirements may face civil penalties for each day the violation continues. The statutory penalty of up to $500 per day is adjusted annually for inflation. Willful violations may also result in criminal penalties of up to $10,000 and two years in prison.
Important: Reports filed with FinCEN aren't available to the general public. Access to BOI is restricted under federal law and FinCEN regulations.
For businesses created in the United States, there's nothing more to do under the federal BOI reporting requirements. If your domestic business never filed a BOI report, it generally doesn't need to file one now. If it previously filed a BOI report, it generally doesn't need to update or correct that report. However, the final rule doesn't eliminate other federal, state or local filing and reporting obligations that may apply to your business.
Businesses formed outside the United States should review the new rules. If your business was formed under the laws of a foreign country and is registered to operate in the United States, evaluate your current situation to determine whether the CTA reporting requirements still apply. Contact your professional advisors for additional guidance.