FinCEN Permanently Exempts U.S. Entities and Persons from Beneficial Ownership Reporting

Background

The Corporate Transparency Act (CTA), which went into effect on January 1, 2024, required most U.S. entities and foreign entities registered in the U.S. to report BOI to the U.S. Department of the Treasury’s Financial Crimes Enforcement Network (FinCEN). On March 2, 2025, FinCEN suspended enforcement against U.S. citizens and domestic companies, and on March 26, 2025, FinCEN issued an interim final rule that removed domestic reporting companies from the BOI reporting framework.

What the August 11, 2026, Final Rule Does

On August 11, 2026, FinCEN issued a final rule (RIN 1506-AB67, effective August 14, 2026) that permanently adopts the March 2025 interim final rule, with certain additional exemptions. The final rule:

• Permanently exempts all domestic reporting companies. All entities formed under U.S. law are excluded from the definition of “reporting company.” No U.S.-formed entity has any BOI filing obligation.
• Exempts U.S. person beneficial owners. Reporting companies need not report the BOI of U.S. person beneficial owners, and U.S. persons have no obligation to provide their information to reporting companies.
• Exempts U.S. person company applicants (NEW). Neither foreign reporting companies nor foreign pooled investment vehicles need to report information about U.S. persons who filed the documents registering the entity in the United States.
• Eliminates FinCEN ID update obligations for U.S. persons (NEW). U.S. persons who previously obtained a FinCEN ID are no longer required to update that information.
• Mandates data deletion. FinCEN will delete previously reported information concerning U.S. persons from its database.

What Remains Required

The BOI reporting framework is not fully repealed. The following obligations remain in effect:

• Foreign reporting companies (entities formed under foreign law that are registered to do business in a U.S. state or tribal jurisdiction) and foreign pooled investment vehicles must still file BOI reports.
• Those reports need only include the BOI of non-U.S. person beneficial owners. A foreign reporting company with only U.S. person beneficial owners must still file, but its report need not include any individual BOI. For a foreign pooled investment vehicle, if no individual with substantial control is a non-U.S. person, the vehicle is not required to report any beneficial owners.
• Foreign reporting companies that became reporting companies before March 26, 2025, were required to file their initial BOI reports by April 25, 2025. Those registering on or after March 26, 2025, must file within 30 calendar days of the date they receive notice that their registration is effective. Updated or corrected reports are due within 30 calendar days after the change occurs or the inaccuracy is discovered.

Practical Implications for M&A, Emerging Companies, and Venture Capital Clients

• Cross-border transactions: Foreign entities registered in the U.S. still require BOI compliance attention. Deal teams should continue to identify foreign reporting companies in transaction structures and ensure timely filings for non-U.S. person beneficial owners.
• Foreign portfolio companies of U.S. fund sponsors: If registered to do business in the U.S., these entities should evaluate whether they have non-U.S. person beneficial owners requiring reporting.
• Data privacy: Previously filed BOI data concerning U.S. persons will be purged from FinCEN’s database, eliminating the data-exposure risk that was a concern for many clients.
• Future risk: The CTA statute (31 U.S.C. § 5336) remains in effect and has not been repealed by Congress. A future administration could seek to re-expand reporting obligations through new rulemaking. However, the permanent nature of this final rule provides substantially greater regulatory certainty.

Ballard Spahr has assembled a task force of attorneys with specific experience in corporate governance, business transactions, capital raising, consumer financial services, banking regulation, and anti-money laundering to monitor key developments and help clients navigate regulatory frameworks. For more information about the CTA, please visit our Corporate Transparency Act Resource Center and reach out to one of the attorneys listed there to discuss any questions.

Copyright © 2026 by Ballard Spahr LLP.
www.ballardspahr.com
(No claim to original U.S. government material.)

All rights reserved. No part of this publication may be reproduced, stored in a retrieval system, or transmitted in any form or by any means, including electronic, mechanical, photocopying, recording, or otherwise, without prior written permission of the author and publisher.

This alert is a periodic publication of Ballard Spahr LLP and is intended to notify recipients of new developments in the law. It should not be construed as legal advice or legal opinion on any specific facts or circumstances. The contents are intended for general informational purposes only, and you are urged to consult your own attorney concerning your situation and specific legal questions you have.