Key Takeaway: Domestic reporting companies—meaning entities formed under the laws of any U.S. state or Tribal jurisdiction—have no beneficial ownership information reporting obligations to FinCEN under the final rule.

What happened: On August 14, 2026, the Financial Crimes Enforcement Network (“FinCEN”) published a final rule revising its previous rules implementing the Beneficial Ownership Information (“BOI”) reporting requirements of the Corporate Transparency Act (“CTA”). The final rule is effective immediately. The final rule makes permanent, and modestly expands, the relief first introduced by FinCEN in its March 26, 2025 interim final rule, which exempted domestic reporting companies (i.e., U.S.-formed entities) from any obligation to report BOI to FinCEN, and exempted foreign reporting companies from any obligation to report BOI with respect to U.S.-person beneficial owners. FinCEN also has said that it will delete the identifying information that companies reported to it about U.S.-person beneficial owners and company applicants, as well as persons who requested a “FinCEN ID” to aid BOI filings. In addition to the rule itself, FinCEN issued related FAQs. FinCEN cited issues of privacy, burden, and the ability to obtain information on the beneficial owners of U.S. companies as reasons for the final rule.

Scope: The final rule goes further than the interim rule in two respects: (1) it exempts foreign reporting companies from reporting information about U.S.-person company applicants, a category the interim rule did not address, and (2) it eliminates the obligation for U.S. persons to update or correct information previously submitted in connection with a FinCEN identifier. These exemptions are implemented through new “special exemptions” in the regulatory text, providing that reporting companies are exempt from reporting BOI of any U.S. persons who are beneficial owners or company applicants, and that U.S. persons are exempt from providing BOI with respect to any reporting company for which they are a beneficial owner or company applicant.

Practical Effect: Under the final rule, only certain foreign entities registered to do business in a U.S. state or Tribal jurisdiction—and not otherwise exempt—remain “reporting companies” subject to the obligation to report identifying information on their beneficial owners and company applicants (the persons involved in registering the company to do business in the U.S.). However, even then, such foreign reporting companies are not required to report BOI for any U.S. person beneficial owners or company applicants, though the foreign reporting company still must submit identifying information about the entity itself (including its legal name, any trade or DBA names, its U.S. business address where applicable, its foreign jurisdiction of formation, the U.S. jurisdiction of first registration, and its tax identification number), as well as information on all non-U.S. beneficial owners or company applicants. Beneficial owners remain defined as natural persons who exercise substantial control, or own or control 25% or more of the entity, directly or indirectly. Non-U.S. persons who hold FinCEN IDs also must still update or correct that information within 30 days of any change or upon becoming aware of an inaccuracy.

Two Caveats: Companies should be aware that the FinCEN final rule does not displace either state-level disclosure obligations or compliance with FinCEN’s Customer Due Diligence (“CDD“) final rule. For instance, New York’s LLC Transparency Act (“LLCTA“) independently requires all non-U.S. LLCs registered to do business in New York to file with the New York Department of State (1) beneficial ownership information, or (2) attestations of exemption with the Department by the compliance deadlines, if exempt from filing BOI, using definitions linked to the Corporate Transparency Act. Companies with New York LLC interests should not assume that FinCEN’s curtailment of federal reporting obligations relieves them of their LLCTA compliance obligations and should monitor developments in Albany closely. Additionally, a 2016 FinCEN customer due diligence rule (“CDD Rule”) still requires banks and certain other “covered financial institutions” to obtain identifying information about the beneficial owners of their “legal entity customers,” using similar (but not identical) definitions and requirements when these customers open a “new account.” Because this requirement is tied to the opening of an account with certain U.S. financial institutions, it captures a different population then the BOI Rule, including many U.S. companies that are exempt from reporting under the BOI Rule.

Crowell assists companies of all sizes in complying with FinCEN and state-level AML reporting obligations. Please contact any of the authors with any questions about BOI reporting obligations.