The final rule became effective on August 14, 2026 upon publication in the Federal Register. Since it does not impose any requirements beyond what was already in effect, neither U.S. nor foreign companies need to prepare for any new compliance obligations. 

Background

After the CTA went into effect on January 1, 2024, FinCEN established a January 1, 2025 BOI reporting deadline for domestic and foreign non-exempt companies created or registered to conduct business in the United States before January 1, 2024. Domestic and foreign non-exempt companies created or registered to conduct business in the United States after January 1, 2024 were required to file BOI reporting within 30 calendar days of creation or registration.

FinCEN announced its intention to issue a proposed rule that would significantly narrow the CTA’s BOI requirements to apply to foreign reporting companies only in March 2025. Since then, it has not enforced any penalties or fines against U.S. citizens or domestic reporting companies, or their beneficial owners. Prior to FinCEN’s March 2025 announcement, plaintiff business owners also brought a case in the Fifth Circuit arguing that compliance with the CTA was unconstitutional because it exceeded Congress’s enumerated powers.

FinCEN stated that its final rule is addressing “the risks of foreign illicit actors accessing the U.S. financial system through the use of legal entities created in foreign jurisdictions but registered to do business in the United States” and ensures “a targeted, risk-based approach” to BOI reporting.

The Final Rule

• What Has Been Permanently Eliminated

The final rule permanently exempts all domestic reporting companies (i.e., corporations, LLCs, limited partnerships, and any other entity formed by filing with a U.S. secretary of state or similar office) from BOI reporting. No domestic entity, regardless of size or structure, is required to file, update, or correct a BOI report with FinCEN. U.S. persons are likewise exempt from any obligation to provide BOI to reporting companies, whether as beneficial owners or company applicants. In addition, the approximately 760,000 U.S. persons who previously obtained FinCEN identifiers are relieved of any ongoing obligation to update or correct the information they submitted.

• What Remains – Obligations for Foreign Entities

The term “reporting company” now applies exclusively to entities formed under the law of a foreign country that have registered to do business in any U.S. state or tribal jurisdiction. FinCEN estimates approximately 28,000 such entities exist. Foreign reporting companies must still report their own entity information (legal name, trade names, U.S. address, jurisdiction of formation, and tax identification number) and the BOI of their foreign beneficial owners. Importantly, foreign reporting companies are not required to report the BOI of any U.S. person beneficial owner or U.S. person company applicant. This company applicant exemption is new in the final rule and was not included in the March 2025 interim final rule.

Current deadlines for foreign reporting companies are as follows: entities registered to do business in the U.S. before March 26, 2025 were required to file initial BOI reports by April 25, 2025; entities registered on or after March 26, 2025 must file within 30 calendar days of receiving notice that their registration is effective. Updates or corrections to previously reported BOI must be filed within 30 days of the change.

• Deletion of Previously Reported U.S. Person Data

FinCEN has confirmed it will conduct a one-time deletion of previously reported U.S. person data from its Beneficial Ownership IT System. The deletion will cover information about beneficial owners, company applicants, and FinCEN identifier holders that FinCEN reasonably believes relates to a U.S. person (e.g., information linked to a U.S. passport or U.S. driver’s license). FinCEN will coordinate with the National Archives and Records Administration regarding records management requirements. No individual action is required to initiate the deletion; FinCEN will post a public notice on its website when the process is complete.

• Foreign Pooled Investment Vehicles

The final rule also provides targeted relief for foreign pooled investment vehicles registered in the United States. Such vehicles are now exempt from reporting the BOI of any U.S. person exercising substantial control over the vehicle. If no non-U.S. person exercises substantial control, no beneficial owner information is required to be reported at all.

Key Takeaways for Clients

• U.S.-formed entities have no CTA reporting obligations. There is no need to file, update, or correct any BOI report with FinCEN.
• U.S. persons, whether beneficial owners, company applicants, or FinCEN ID holders, have no BOI reporting or maintenance obligations.
• Previously reported U.S. person data will be deleted by FinCEN. No action is required by companies or individuals.
• Foreign entities registered to do business in the U.S. remain subject to BOI reporting for their foreign beneficial owners. Clients with foreign subsidiaries, offshore fund vehicles, or foreign affiliates registered in a U.S. state should confirm compliance.
• The CTA remains on the books as a statute. While the final rule is a permanent regulatory action, clients may wish to retain beneficial ownership records given the possibility of future legislative or judicial developments.
• State-level beneficial ownership requirements operate independently and are not affected by this federal rollback. Notably New York’s LLC Transparency Act (effective January 1, 2026), clients with New York LLCs should confirm their state-level obligations separately.

Conclusion

King & Spalding will continue to monitor any developments that may affect CTA compliance and Treasury’s requirements for U.S. and foreign companies. If you have questions about the final rule’s impact on your structures or compliance programs, please contact any of the authors listed below or your regular King & Spalding advisor.