On August 11, 2026, the Financial Crimes Enforcement Network (FinCEN) issued a final rule that exempts U.S. companies and U.S. persons from the requirement to report beneficial ownership information under the Corporate Transparency Act (CTA). The final rule adopts the provisions of the interim final rule FinCEN issued in March 2025.
- U.S. companies are not required to report beneficial ownership information. A “reporting company” now includes only an entity formed under the law of a foreign country that has registered to do business in the U.S.
- Reporting companies (foreign companies) are not required to report beneficial ownership information for U.S. persons, and U.S. persons are not required to provide beneficial ownership information to reporting companies.
Only foreign companies are required to report beneficial ownership information, and even then, only for beneficial owners who are foreign individuals. The final rule solidified the exemptions for U.S. companies and persons in the interim final rule, and additional steps were taken to resolve lingering issues.
- Reporting companies are no longer required to report U.S. person “company applicants” (the individuals who filed or directed the filing of the foreign company’s registration).
- Foreign pooled investment vehicles registered in the U.S. are exempt from reporting the beneficial ownership information of a U.S. person who exercises control over the vehicle.
- U.S. persons who previously obtained a FinCEN identifier (FinCEN ID) are no longer required to update or correct the information they submitted to obtain it.
FinCEN has also expressed its intent to delete previously submitted information about any individual—whether a company applicant, beneficial owner, or FinCEN ID recipient—that FinCEN reasonably believes is a U.S. person.
Because the final rule imposes no new reporting requirements, there is no transition period. The final rule was published in the Federal Register and became effective on August 14, 2026. Bottom line, under what is now FinCEN’s final rule, U.S. companies and individuals do not need to file (or update) beneficial ownership information under the CTA.
Despite this outcome, business owners should keep a few points in mind. First, the final rule does not repeal the CTA—a future administration could seek to reinstate some form of its prior reporting requirements. That said, a petition asking the U.S. Supreme Court to decide the constitutionality of the CTA itself is pending (National Small Business United v. Bessent), and the Court will decide whether to hear the case as early as this fall. Second, banks and other financial institutions will continue to collect beneficial ownership information from their business customers under FinCEN’s separate Customer Due Diligence Rule. Third, the final rule does not preempt state law, so companies should confirm whether any state-level beneficial ownership or disclosure requirements apply.
For the latest information, subscribe to Woods Aitken E-Briefs where we will continue to provide key updates on the CTA and business owners’ compliance obligations. If you have any specific questions, please do not hesitate to reach out to your contact at Woods Aitken, or one of the following:
William A. Ozaki (Lincoln): wozaki@woodsaitken.com or (402) 817-4860
Daniel R. Carnahan (Omaha): dcarnahan@woodsaitken.com or (402) 898-7430
Lena A. Lucas (Denver): llucas@woodsaitken.com or (303) 606-6707