After more than 500 days, the Financial Crimes Enforcement Network (FinCEN) of the U.S. Department of the Treasury issued its final rule ("Final Rule") on the Corporate Transparency Act (CTA). Issued on August 11, 2026, the Final Rule "permanently" ends most beneficial ownership reporting requirements.[1]
As expected, the Final Rule adopts the framework established by FinCEN's interim final rule ("Interim Rule"), which was issued on March 21, 2025.[2] We wrote about the Interim Rule in our prior client memo. Most significantly, entities formed in the United States, including those previously classified as "domestic reporting companies," remain exempt from the CTA's beneficial ownership information (BOI) reporting requirements. The Final Rule continues to confine the CTA's reporting requirements primarily to certain foreign entities registered to do business in the United States. The Final Rule confirms that most U.S. businesses will not be required to file BOI reports with FinCEN. The Final Rule goes beyond the Interim Rule by: (i) exempting reporting companies from having to submit information to FinCEN about their U.S. person company applicants; (ii) exempting U.S. person company applicants from any obligation to provide updates to their previously provided information; (iii) exempting all U.S. persons from the requirement to update information already provided to FinCEN in connection with obtaining a FinCEN identifier (FinCEN ID); and (iv) providing assurances that information previously filed with FinCEN about any individuals (company applicants, beneficial owners, or recipients of a FinCEN ID) who FinCEN reasonably believes are U.S. persons will be purged from FinCEN's database.
The Final Rule adopts the Interim Rule's definition of a "reporting company" and includes only 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. Foreign reporting companies that do not qualify for an exemption remain subject to the CTA's reporting requirements, although they are not required to report U.S. persons as beneficial owners or company applicants, and U.S. persons have no independent obligation to report BOI for those entities. The Final Rule adopted the Interim Rule's deadlines discussed in our client memo referred to and linked above.
FinCEN stresses repeatedly in the Final Rule that it reassessed the balance struck in the original reporting rule between collecting information highly useful to law enforcement and minimizing burdens on reporting companies. Treasury concedes that it was "inadequately appreciative of business burden" and that the requirement under the original reporting rule that all U.S. businesses file BOI reports "was, in retrospect, an unnecessarily broad approach to achieving the purposes of the CTA."
FinCEN characterizes the Final Rule as "permanent," which is curious, because the CTA remains in effect despite failed legislative efforts to repeal it. Should a future administration have a different policy goal and interpretation of the CTA, it is possible that there may be an effort in the future to restore the BOI reporting requirements. A petition for certiorari is pending for the U.S. Supreme Court's fall 2026 term in National Small Business United v. Bessent[3] that challenges the constitutionality of the CTA. It is unclear whether the Court will also hear Texas Top Cop Shop, Inc. v. Blanche separately or in conjunction with National Small Business United. A coalition of 25 states has filed amicus briefs urging the Court to hear both cases and resolve the CTA's constitutional questions, arguing that those issues remain significant notwithstanding the Treasury Department's revised enforcement approach.[4] If the Court determines ultimately that the CTA is unconstitutional, the statutory framework underlying the Final Rule could be significantly altered or eliminated altogether. But if the CTA is determined to be constitutional, a future administration may be emboldened and interested in re-expanding its reach.
Venable will continue to monitor regulatory developments and the ongoing constitutional litigation and legislative efforts affecting the CTA. Although the Final Rule provides welcome clarity regarding FinCEN's current position, businesses should continue to monitor developments closely, particularly if they are foreign entities subject to the revised reporting requirements or have previously submitted BOI reports to FinCEN. Our team includes experienced attorneys across multiple disciplines who are well positioned to help businesses navigate the CTA's evolving regulatory requirements and related litigation and legislative efforts.
[1] U.S. Dep't of the Treasury, FinCEN Permanently Ends Beneficial Ownership Reporting Requirements for Millions of Small Business Owners (Aug. 11, 2026), https://home.treasury.gov/news/press-releases/sb0603.
[2] Fin. Crimes Enf't Network, FinCEN Removes Beneficial Ownership Reporting Requirements for U.S. Companies and U.S. Persons, Sets New Deadlines for Foreign Companies (Mar. 21, 2025), https://www.fincen.gov/news/news-releases/fincen-removes-beneficial-ownership-reporting-requirements-us-companies-and-us.
[3] Nat'l Small Bus. United v. Bessent, No. 25-1201 (docketed Apr. 21, 2026); Texas Top Cop Shop, Inc. v. Blanche, No. 25-1290 (docketed May 18, 2026).
[4] See Texas Top Cop Shop: Supreme Court Amicus Briefs, June 2026, The Center For Individual Rights (June 18, 2026), https://cir-usa.org/cases/texas-top-cop-shop-et-al-v-todd-blanche-et-al/texas-top-cop-shop-supreme-court-amicus-briefs-june-2026/.