On August 14, 2026, FinCEN announced issuance of a final rule (Rule), that adopts all the changes from the interim final rule discussed in Part 10. The Rule continues to exempt both U.S. companies and U.S. persons under the Corporate Transparency Act (CTA) from reporting beneficial ownership information to FinCEN. The Rule also expands the exemptions to include reporting exemptions for “company applicants” that are U.S. persons and for U.S. persons who previously obtained a FinCEN identifier (FinCEN ID). Therefore, U.S. companies and U.S. individuals do not have to file an initial Beneficial Ownership Information Report (BOIR) or otherwise update or correct a previously filed BOIR, U.S. company applicants do not have to provide personal information to FinCEN, and U.S. persons with a FinCEN ID do not have to update or correct information previously provided to FinCEN. Please visit this link to access Parts 1-10 in this series.
Continuing Exemptions
The Rule officially adopts the exemptions provided in the interim final rule, making the reporting exemption for U.S. companies and U.S. persons permanent. This means all entities formed or organized within the U.S. and their U.S. persons who are beneficial owners remain exempt from the requirement to file a BOIR.
However, foreign entities that meet the definition of a “reporting company” (e.g., entities that are formed under the law of a foreign country and have registered to do business in any U.S. State[1] or Tribal jurisdiction by the filing of a document with a secretary of state or similar office) and do not qualify for an exemption from the reporting requirements must continue to file an initial BOIR with FinCEN within thirty (30) calendar days from the date they receive notice that their registration is effective. Foreign entities that fall under the “reporting company” definition must also update their BOIR within thirty (30) calendar days of any change in the reported information.
New Exemptions
The Rule eliminates the requirement that reporting companies, including foreign entities that are reporting companies, report a U.S. individual(s) who helps them register to do business in the U.S. These individual “company applicants” were previously required to provide personal information to FinCEN when helping a company register to do business in the U.S.
U.S. persons who previously obtained a FinCEN ID are no longer required to update or correct any information previously submitted to FinCEN as part of an application for a FinCEN ID.
Information Scrubbing
In the Rule, FinCEN explains that it is implementing a process to delete information it holds that it reasonably believes was provided by a U.S. person under the CTA.
If you need guidance concerning compliance with the CTA, PilieroMazza attorneys are here to assist you. Please contact Meghan Leemon, Abby Baker, Cole Fox, or another member of the Firm’s Government Contracts or Business & Transactions practice groups.
____________________
If you are seeking practical insights to gain a competitive edge by understanding the government’s compliance requirements, tune into PilieroMazza’s podcasts: GovCon Live!, Clocking in with PilieroMazza, and Ex Rel. Radio.
[1] For purposes of the Rule, a U.S. “State” is defined as “any State of the United States, the District of Columbia, the Commonwealth of Puerto Rico, the Commonwealth of the Northern Mariana Islands, American Samoa, Guam, the United States Virgin Islands, and any other commonwealth, territory, or possession of the United States.”
