UPDATE: FinCEN Issues Final Rule Ending Beneficial Ownership Reporting Requirements for U.S. Companies and U.S. Persons

By Kent A. Brasseale II and Heather M. Lobermann

Yesterday, the U.S. Department of the Treasury’s Financial Crimes Enforcement Network (FinCEN) issued a final rule that permanently removes the requirement for U.S. companies and U.S. persons to report beneficial ownership information to FinCEN under the Corporate Transparency Act (CTA). The final rule is effective upon its publication in the Federal Register.

What Does the Final Rule Do?

The final rule makes permanent the changes first introduced by the Interim Rule issued on March 21, 2025, which effectively made the CTA moot for companies formed under the laws of the United States. Under the final rule, U.S. companies and U.S. persons are no longer required to file Beneficial Ownership Information Reports (BOIRs) with FinCEN. This includes the elimination of all initial reporting, updated reporting, and corrected reporting obligations for domestic entities and their beneficial owners.

What About Foreign Entities?

Under the final rule, foreign entities that qualify as reporting companies will still be required to report beneficial ownership information to FinCEN. Specifically, foreign companies registered to do business in the United States must continue to report beneficial ownership information, but only for foreign individuals—not for U.S. persons who may be beneficial owners of those entities.

What Happens to Previously Reported Information?

In a significant development, FinCEN announced that it will delete previously reported information submitted by U.S. persons from the beneficial ownership information database. This addresses a concern raised by many businesses and practitioners following the Interim Rule, which provided no mechanism to rescind a previously submitted BOIR filing and gave no indication that FinCEN would destroy information it had already received.

Is the Corporate Transparency Act Dead?

No. As we have noted in prior updates, the CTA was passed by Congress and has not been repealed by Congress. The final rule represents an exercise of rulemaking authority by the Department of the Treasury. The final rule could potentially face court litigation under the guise of administrative overreach. Additionally, the current or any future presidential administration could decide to change course and reinstate the original rule or any of its components, again requiring entities to comply with the CTA and the BOIR filing requirements. While the final rule provides a more durable resolution than the Interim Rule, businesses should remain aware that the underlying statute remains on the books.