FinCEN Ends Beneficial Ownership Reporting for U.S. Companies and Owners
POSTED BY Elena Moreno
On August 11, 2026, the U.S. Department of the Treasury’s Financial Crimes Enforcement Network (“FinCEN”) announced a final rule that permanently ends beneficial ownership reporting for U.S. companies and U.S. persons under the Corporate Transparency Act. The rule took effect on August 14, 2026. If your company was formed in the United States, you no longer have to file a beneficial ownership report with FinCEN, and you do not have to update or correct one you already filed. For further detail, FinCEN has posted a set of frequently asked questions.
Background
Congress enacted the Corporate Transparency Act on January 1, 2021, as part of the Anti-Money Laundering Act of 2020. FinCEN, a Treasury bureau, then wrote the rules. It issued the original Reporting Rule on September 30, 2022, effective January 1, 2024. However, litigation disrupted the rollout; the Corporate Transparency Act’s reporting requirement was challenged in several federal courts, including the Eastern District of Texas in Texas Top Cop Shop, Inc. v. Garland, 758 F. Supp. 3d 607 (E.D. Tex. 2024), and Smith v. United States Dep’t of the Treasury, 761 F. Supp. 3d 952 (E.D. Tex. 2025), the Northern District of Alabama in Nat’l Small Bus. United v. Yellen, 721 F. Supp. 3d 1260 (N.D. Ala. 2024), and the Western District of Michigan in Small Bus. Ass’n of Mich. v. Yellen, 769 F. Supp. 3d 722 (W.D. Mich. 2025).
Plaintiffs sued on various grounds, including that the Act exceeds Congress’s enumerated powers under the Commerce Clause and that its compelled disclosure of beneficial ownership data is an unreasonable search under the Fourth Amendment. The courts divided, with the Eleventh Circuit upholding the Act against both challenges in an appeal of the Alabama case noted above (Nat’l Small Bus. United v. U.S. Dep’t of the Treasury, 161 F.4th 1323 (11th Cir. 2025)), even as other courts enjoined it, and the Supreme Court stayed one nationwide injunction pending appeal (McHenry v. Texas Top Cop Shop, Inc., 145 S. Ct. 1 (2025)).
In response to the litigation, FinCEN published an interim final rule on March 26, 2025 that narrowed reporting to foreign companies. The August 2026 final rule makes that rollback permanent and adds further relief.
What the Rule Does
The rule permanently removes the requirement for U.S. companies and U.S. persons to report beneficial ownership information to FinCEN. It also exempts foreign companies from reporting U.S. person company applicants, meaning the individuals who helped register the foreign company in the United States, and relieves U.S. persons who hold FinCEN identifiers from any obligation to update or correct the information they already provided. FinCEN has confirmed it will go a step further by deleting information it already holds about individuals it reasonably believes are U.S. persons, such as records tied to a U.S. passport or driver’s license.
Treasury frames the rule as relief for small business owners, which is largely accurate; many larger and heavily regulated entities, such as public companies, banks, insurance companies, and firms with more than 20 full-time U.S. employees and over $5 million in annual gross receipts, were already exempt because they leave a substantial regulatory and financial footprint that makes a separate FinCEN filing unnecessary. The reporting obligation therefore applied mainly to smaller private companies, although the new exemption now effectively removes it for all domestic reporting companies regardless of size.
Who Still Reports, and Where Else This Shows Up
Only foreign entities registered to do business in the United States remain reporting companies, and even they do not report their U.S.-person owners. In other words, if a foreign company that registered to do business here is partly owned or controlled by an American, that American’s identifying details are omitted from the filing.
No other federal agency picks up a general beneficial ownership filing for private domestic companies. Banks must still collect owner information when a company opens an account, but that duty falls on the bank, not the company. Federal securities law still requires large stakeholders in public companies to report to the SEC on Schedules 13D and 13G and Forms 3, 4, and 5, but only for registered, public-company securities.
Elena Moreno is an attorney in DP&F’s Business group. Reach out to Elena.
ABOUT THE AUTHOR
Elena Moreno assists clients across a broad range of corporate governance and transactional matters. Prior to joining DP&F, Elena practiced in the corporate group of a national law firm servicing the technology and life sciences industries, based out of their Silicon Valley and San Francisco offices. She also served as in-house counsel for a publicly traded technology company.
Elena earned her J.D. from the University of Chicago Law School, where she received an Excellence in Pro Bono Service Award from the U.S. District Court for the Northern District of Illinois for her work with the Civil Rights and Police Accountability Clinic. She holds a Bachelor of Arts in Government and Spanish from Cornell University, graduating magna cum laude.
