Corporate Transparency Act Update: FinCEN Permanently Exempts U.S. Companies from Beneficial Ownership Reporting
Updated October 2026
When the Corporate Transparency Act's reporting requirements took effect on January 1, 2024, companies had to identify their beneficial owners, collect personal information about them, and track filing deadlines that changed repeatedly as legal challenges moved through the courts. FinCEN's August 2026 final rule ends that obligation for companies formed in the United States. This update summarizes what changed, which entities must still file, and what founders should continue to monitor.
What changed
On August 11, 2026, the Financial Crimes Enforcement Network (FinCEN) issued a final rule, published at 91 Fed. Reg. 52508 and effective August 14, 2026, that makes permanent the relief it first granted in an interim rule in March 2025. Under the amended regulation, 31 C.F.R. § 1010.380, any company created by filing with a secretary of state or similar office under U.S. state or tribal law, whether a Delaware C-corp or an Arizona LLC, is exempt from beneficial ownership information (BOI) reporting. That means no initial report, no updated report, and no corrected report. The Secretary of the Treasury relied on authority under 31 U.S.C. § 5336(a)(11)(B)(xxiv) to exempt a class of entities, with the written concurrence of the Attorney General and the Secretary of Homeland Security.
The rule goes a step further for individuals. If you are a U.S. person who obtained a FinCEN ID, you no longer need to keep it updated. FinCEN has also said it will delete, in a single sweep, information about individuals it reasonably believes are U.S. persons. You do not need to request deletion, and FinCEN does not plan to send confirmations.
Judicial developments
In December 2025, the Eleventh Circuit upheld the Act, reversing an Alabama district court ruling that it exceeded Congress's enumerated powers. On October 5, 2026, the U.S. Supreme Court declined to hear that case (National Small Business United v. Bessent, No. 25-1201) and, before the Fifth Circuit had ruled, a separate challenge that began in Texas (Texas Top Cop Shop, Inc. v. Blanche, No. 25-1290). The bottom line: the statute is still on the books. The relief for U.S. companies comes from FinCEN's regulation, not from Congress or the courts.
Who still has to file
Only entities formed under the law of a foreign country that register to do business in a U.S. state or tribal jurisdiction must still file, unless an exemption applies. Think of a UK limited company or a Singapore Pte. Ltd. that registers with the Arizona Corporation Commission. These companies generally must file within 30 days after receiving notice that their registration is effective, but they report only their non-U.S. beneficial owners: individuals who own or control at least 25% of its ownership interests or exercise substantial control over it. U.S. owners and U.S. company applicants are left out entirely.
Practical takeaways for founders
- U.S.-formed startup? Nothing to file with FinCEN. Do not file voluntarily. FinCEN's deletion is a one-time project, and it has said it does not anticipate deleting U.S. information included in filings made after February 10, 2027.
- Your bank will still ask. FinCEN's separate Customer Due Diligence Rule still applies, so banks will collect ownership details when you first open an account with them and may ask you to confirm or update them later. Keep your cap table and officer list current.
- Foreign parent company?Your U.S. company does not need to file, even if a foreign company owns it. The foreign parent has to file only if it registered itself to do business in the United States and no exemption applies. If it registered on or after March 26, 2025, it has 30 calendar days to file. The 30 days start from whichever happens first: the parent receives notice that its registration went through, or the state makes the registration public, for example on its online business search. The report covers the parent itself and any beneficial owners (people who own at least 25 percent of it or have substantial control over it) and company applicants (the people who handled its registration filing) who are not U.S. persons.
- Keep good records anyway. Because this relief comes from a FinCEN regulation rather than an act of Congress, a future administration could reverse it. Clean ownership records make any change easy to absorb, and investors will ask for them in diligence regardless.
This article is for general information only and is not legal advice. Reading it does not create an attorney-client relationship.