Current State of Beneficial Owner Requirements Under the Corporate Transparency Act 

The year 2024 will long be remembered by many business owners, investors and their advisors as a year filled with deadlines and reporting requirements issued by the U.S. Department of the Treasury’s Financial Crimes Enforcement Network’s (FinCEN) the Corporate Transparency Act (CTA).

The CTA, among other things, established Beneficial Ownership Information (BOI) reporting requirements of “beneficial owners” – defined as an individual who either exercises substantial control over the entity, or owns/controls at least 25 percent of its ownership interests.  

Several interim rules issuances later on August 11, 2026, the FinCEN issued a Final Rule embracing the March 16, 2025, “interim rule” narrowing the requirements significantly.  The Final Rule was effective with its publication in a Federal Register Notice on August 14, 2026 (Reference: https://www.federalregister.gov/documents/2026/08/14/2026-16576/beneficial-ownership-information-reporting-requirement-revision).

The most significant change is that U.S.-formed companies are no longer required to report BOI to FinCEN. This includes corporations, LLCs, and other entities previously classified as “domestic reporting companies.” Consequently, their beneficial owners and company applicants generally have no CTA reporting obligation.

The Final Rule also limits reporting involving U.S. persons. A foreign reporting company will not report BOI for a U.S. beneficial owner/applicant, and U.S. persons are not required to provide BOI to a foreign reporting company in which they are beneficial owners.

Subsequently, most U.S. small businesses currently have no federal CTA BOI filing requirement.  The remaining federal reporting obligation principally applies to foreign entities that are registered to do business in the United States and meet the revised definition of a “reporting company,” unless another statutory exemption applies. These foreign reporting companies must still report BOI concerning their non-U.S. beneficial owners. 

Concerning previously submitted information, the Final Rule also provides relief to U.S. persons who are not required to update or correct the information they previously submitted.  FinCEN has announced that it will delete information it reasonably believes relates to U.S. persons from its BOI database.  

In conclusion, it should be noted that the CTA itself has not disappeared.  The law that contains the CTA (the broader Anti-Money Laundering Act of 2020) remains in effect, but the reporting requirement is now primarily a foreign-company disclosure requirement focused on non-U.S. beneficial ownership. 

One caveat to business owners/individual beneficial owners: federal CTA requirements are separate from the various state-level ownership, tax, licensing, and disclosure requirements, which may continue to apply.