Key Takeaways:
- U.S. companies are now permanently exempt from beneficial ownership reporting requirements under the Corporate Transparency Act.
- FinCEN’s final rule makes permanent the relief previously provided under its March 2025 interim rule.
- Certain foreign entities registered to do business in the U.S. remain subject to beneficial ownership reporting requirements.
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The Treasury Department’s Financial Crimes Enforcement Network (FinCEN) issued a final rule on August 11, 2026, permanently removing the requirement for U.S. companies to report beneficial ownership information under the Corporate Transparency Act (CTA).
The final rule makes permanent the relief FinCEN previously provided through an interim final rule issued on March 26, 2025. While domestic companies and U.S. persons are now exempt from the CTA’s beneficial ownership reporting requirements, certain foreign entities registered to do business in the U.S. remain subject to the rules.
How Beneficial Ownership Reporting Requirements Have Changed
The CTA established beneficial ownership reporting requirements in 2021, with implementation originally scheduled for 2024. A series of court challenges subsequently disrupted enforcement of the requirements.
FinCEN ultimately suspended the requirements and issued an interim final rule on March 26, 2025, effectively eliminating beneficial ownership reporting obligations for U.S. companies. The August 2026 final rule adopts that interim rule without substantive changes, making the exemption permanent.
As a result, U.S. companies and U.S. people are no longer subject to the CTA’s beneficial ownership reporting requirements.
Reporting Requirements Remain for Certain Foreign Companies
The final rule continues to apply beneficial ownership reporting requirements to certain “foreign reporting companies.” A foreign reporting company generally is an entity formed under the laws of a foreign country that is registered to do business in a U.S. state.
These companies generally must file beneficial ownership reports within 30 calendar days of receiving notice that their U.S. registration is effective. Transition rules were available for foreign entities registered before publication of the March 2025 interim final rule.
Foreign companies generally are not required to report beneficial owners who are U.S. persons.
Certain entities also remain excepted from the reporting requirements because they are already subject to other reporting requirements. These include some public companies, banks, securities brokers and dealers, insurance companies, registered investment companies and advisors, and pooled investment companies.
What You Should Know
For domestic entities, the final rule provides permanent relief from the CTA beneficial ownership reporting requirements. U.S. companies should confirm that they qualify for the exemption and retain documentation supporting that determination.
Foreign companies registered to conduct business in the U.S., however, should continue to evaluate their obligations. These entities should determine whether they qualify as foreign reporting companies, assess whether an exemption applies, and work with counsel to understand any applicable filing requirements and deadlines.
How MGO Can Help
While the final rule eliminates beneficial ownership reporting requirements for U.S. companies, certain foreign entities operating in the U.S. continue to face potential CTA compliance obligations. MGO’s Compliance team can help your business understand how the final rule may apply to your organization, evaluate whether reporting requirements or available exemptions may apply, and identify compliance considerations resulting from the updated rules. Foreign companies registered to do business in the U.S. should work with their advisors and legal counsel to assess their specific reporting obligations and applicable deadlines. Contact us to learn more.