FinCEN Permanently Ends Beneficial Ownership Reporting Requirements for U.S. Companies and U.S. Persons
The Financial Crimes Enforcement Network (FinCEN), a bureau of the U.S. Department of the Treasury, issued the Beneficial Ownership Information Reporting Requirement Revision Final Rule, which became effective on August 14, 2026.
Among other changes, the rule permanently eliminates the requirement for U.S. companies and U.S. persons to report Beneficial Ownership Information (BOI) to FinCEN under the Corporate Transparency Act (CTA), enacted as part of the broader Anti-Money Laundering Act of 2020 (AML Act).
Originally, these rules required both domestic and foreign reporting companies created or registered to do business in the United States to file initial BOI reports with FinCEN.
What Changes Under the New Rule?
Although these changes may appear to represent a relaxation of the Government’s restrictions and oversight regarding companies’ compliance with general anti-money laundering requirements, their purpose is to relieve U.S. small businesses of the burdens imposed by the reporting rule.
The new regulation makes permanent the key exemptions introduced by FinCEN’s interim final rule published in March 2025 and expands certain exemptions related to U.S. persons.
In summary, the Final Rule now provides that:
- Foreign-based entities registered to do business in the United States remain required to report Beneficial Ownership Information, provided they meet the definition of a reporting company and are not otherwise exempt.
- Reporting companies are now exempt from reporting Beneficial Ownership Information for any U.S. person who is a Beneficial Owner or company applicant of the foreign reporting company. Likewise, such U.S. persons are exempt from providing this information to the reporting company.
- Entities formed in the United States are exempt from Beneficial Ownership Information reporting requirements.
- The Final Rule also provides exemptions relating to certain information concerning U.S. persons and their respective FinCEN IDs.
- FinCEN has also announced that it will remove from its database previously reported information relating to U.S. persons who are now exempt from the reporting requirements.
What About Foreign Companies?
Despite the changes described above, the Final Rule continues to require certain foreign-based entities registered to do business in the United States to report Beneficial Ownership Information.
The definition of a reporting company now covers entities formed under the laws of a foreign country that have registered to do business in a U.S. State or Tribal jurisdiction by filing a document with a Secretary of State or similar office.
For these entities, specific definitions and requirements remain applicable, as well as procedures and rules regarding who qualifies as a Beneficial Owner and under which circumstances reporting is required, including when, how, and what information must be reported.
It is important to note that FinCEN itself has clarified that the definition of Beneficial Owner has not changed. What has primarily changed is who is subject to the reporting requirement and what information must be provided.
What Does This Mean in Practice?
The change significantly reduces the number of companies subject to BOI reporting requirements in the United States, particularly because entities formed in the United States are no longer considered reporting companies for this purpose.
However, this does not mean the end of obligations related to the identification of Beneficial Owners or the compliance requirements applicable to international structures.
For foreign companies registered to do business in the United States, it remains essential to determine whether the entity falls within the reporting rules, which Beneficial Owners must be reported, and which deadlines and procedures must be observed.
How Can Dartmouth International Help?
Dartmouth International closely monitors regulatory changes that impact international structures and assists clients and their advisors in understanding and complying with the obligations applicable to their companies.
Our team can assist in reviewing the structure, identifying Beneficial Ownership Information reporting obligations, and complying with applicable corporate and regulatory requirements, helping ensure that international structures remain properly organized and compliant with current regulations.
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