FinCEN Permanently Ends Corporate Transparency Act’s Beneficial Ownership Reporting Requirements for U.S. Companies and U.S. Persons
On August 11, the U.S. Department of the Treasury’s Financial Crimes Enforcement Network (“FinCEN”) issued a final rule removing the requirement for U.S. companies and U.S. persons to report beneficial ownership information (“BOI”) to FinCEN under the Corporate Transparency Act (“CTA”). FinCEN also stated that it will remove from its BOI database any information previously submitted by U.S. persons who are now exempt from the reporting obligations. Under the final rule, only foreign entities that are registered to do business in any U.S. state and are deemed a “reporting company” will be required to report BOI for foreign owners.
This final rule adopts all the exemptions initially set out in an interim final rule issued on March 21, 2025, which temporarily eliminated reporting requirements for U.S. companies and U.S. persons under the CTA. This final rule further expands on the relief granted in the interim final rule by eliminating the requirements for foreign companies to report U.S. person “company applicants” and for foreign pooled investment vehicles to report U.S. persons exercising substantial control.
Although FinCEN had previously signaled that a final rule would be issued, the rule nevertheless marks a welcome relief for many U.S. businesses. Treasury Secretary Scott Bessent characterized the rule as a “victory for common sense and American small businesses.”
