Corporate Transparency Act Update: FinCEN Makes U.S. Exemptions Permanent

The U.S. Treasury’s Financial Crimes Enforcement Network (FinCEN) issued a final rule effective August 14, 2026 which permanently exempts U.S. entities and individuals from Corporate Transparency Act (CTA) reporting requirements.  

Major Takeaways

• The final rule adopts the revisions made in the interim final rule effective March 26, 2025:
  • The definition of “reporting company” means only those entities that are formed under the law of a foreign country and have registered to do business in any U.S. State or Tribal jurisdiction by the filing of a document with a secretary of state or similar office.  Accordingly, entities formed under the laws of the U.S. are not considered “reporting companies.”
  • There is an exemption for “domestic entities.” Any entity that is (a) a corporation, limited liability company, or other entity and (b) created by the filing of a document with a secretary of state or any similar office under the law of a State or Indian tribe (i.e., those entities previously defined as “domestic reporting companies”) is not required to file a beneficial ownership information (BOI) report with FinCEN.
  • Domestic entities that previously filed BOI reports with FinCEN similarly are not required to file updated or corrected reports.
  • U.S. citizens are exempt from the definition of “beneficial owner.” Accordingly, U.S. citizens are not required to report any information to FinCEN in connection with any BOI report, and foreign entities which are required to file BOI reports are not required to include any information about U.S. citizens in any BOI report.
• The final rule also exempts U.S. citizens from the definition of “company applicant.”  Accordingly, foreign entities which are required to file BOI reports are not required to disclose any U.S. person as a company applicant.
• The final rule excludes U.S. citizens who have obtained FinCEN identifier numbers from the obligation to update or correct the information they previously submitted to FinCEN in an application for a FinCEN identifier number within 30 days of a change to or inaccuracy of the previously submitted information.  Accordingly, U.S. citizens are no longer required to update or correct information disclosed to FinCEN in connection with a FinCEN identifier number.
• FinCEN has indicated that it will delete information about any individuals—company applicants, beneficial owners, or recipients of a FinCEN identifier number—that FinCEN reasonably believes is a U.S. person (e.g., the information is linked to a U.S. passport or U.S. driver’s license).
• Note that foreign entities that have registered to do business in the U.S. and do not meet the criteria for an exemption remain obligated to file BOI reports with FinCEN and to report information of foreign individuals.