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After more than two years of changing deadlines, nationwide injunctions, constitutional challenges, compliance uncertainties and regulatory changes, the Corporate Transparency Act beneficial ownership information reporting saga appears to have reached its conclusion for U.S. businesses.
On Aug. 11, the U.S. Department of the Treasury’s Financial Crimes Enforcement Network issued a final rule permanently eliminating the beneficial ownership information reporting requirement for domestic companies and U.S. persons. This rule makes permanent the relief the network first implemented through its March 2025 interim final rule and provides additional exemptions intended to reduce compliance obligations for U.S. businesses and individuals.
The final rule makes it clear that neither a U.S. person nor an entity formed or created under the laws of the United States is required to provide beneficial ownership information to Financial Crimes Enforcement Network. Furthermore, even if the U.S. person holds a BOI in a foreign entity that is subject to reporting, the U.S. person is not required to provide BOI, nor is the foreign entity required to report to the network the BOI of any U.S. person.
As Riley Bennett Egloff has reported throughout the CTA’s implementation and subsequent legal and regulatory developments, BOI reporting requirements have evolved significantly since the CTA’s reporting regime initially took effect in January 2024.
What the final rule does
The final rule, effective upon publication in the Federal Register, permanently narrows the Corporate Transparency Act’s reporting requirements by limiting the BOI reporting obligations to certain foreign entities registered to do business in the United States.
Key takeaways from the changes the network announced under the final rule include:
- The exemptions created in the interim rule are adopted, such that entities created in the United States are exempt from BOI reporting requirements.
- U.S. persons are not required to report BOI to the network.
- U.S. persons who obtained Financial Crimes Enforcement Network identifiers are not required to update or correct information previously submitted to obtain those identifiers. Persons who are not U.S. persons continue to be required to report and update such information.
- Certain foreign entities registered to do business in the United States remain subject to BOI reporting requirements, although they are not required to report information regarding any U.S. person who is a beneficial owner or company applicant. Company applicants for foreign entities who are U.S. persons are not required to report their information to the Financial Crimes Enforcement Network.
What this means for U.S. businesses
For most U.S. businesses, the practical result is straightforward: domestic entities are no longer required to file or update BOI reports or monitor and report future ownership and management changes to the network
This final rule also removes the remaining uncertainty following the network’s March 2025 interim final rule. Domestic entities that previously filed BOI reports do not need to update those reports as ownership, management, addresses or other previously reported information changes. The network has also announced that BOI or other information previously reported to it by U.S. persons will be deleted from its database, subject to coordination with the National Archives and Records Administration and applicable federal records requirements.
Foreign entities registered to do business in the United States should continue to evaluate whether they qualify as reporting companies under the CTA and, if so, whether an exemption applies.
Riley Bennett Egloff’s attorneys have followed the Corporate Transparency Act from its initial implementation through its numerous court challenges and regulatory changes. With the network’s issuance of the final rule, U.S. businesses now have a definitive answer regarding their BOI reporting obligations.•
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Riles is a partner in Riley Bennett Egloff LLP, and Vandivier is of counsel.
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