FinCEN Issues Final Rule on Corporate Transparency Act Incorporating Changes Made by Interim Rule
What Happened?
On August 11, 2026, the Financial Crimes Enforcement Network (FinCEN) issued its Final Rule under the Corporate Transparency Act (CTA), replacing the Interim Final Rule (IFR) that was issued on March 26, 2025. The Final Rule incorporates the exemptions included in the IFR and adds certain additional exemptions. The Final Rule became effective upon its publication in the Federal Register on August 14, 2026.
US Companies Remain Exempt
Under the Final Rule, as with the IFR, the “reporting companies” required to file Beneficial Ownership Information (BOI) include only entities formed under the law of a foreign country that have registered to do business in any US state or tribal jurisdiction by filing a document with a state’s Secretary of State or similar office. This exempts all entities created under US law, even those beneficially owned by foreign persons.
Foreign Filers Not Required to Report US Company Applicants
“Company Applicants” include individuals who help reporting companies form or register to do business, including the individual who directly files the document forming or registering the company and the individual primarily responsible for directing or controlling the filing. The Final Rule provides that even foreign companies required to register under the CTA are not required to report company applicants who are US persons. Only company applicants who are non-US persons will be subject to the reporting requirements.
Existing BOI and Updating Obligations
In promulgating the Final Rule, FinCEN announced that it will create a process to delete information already on file under the CTA that it reasonably believes has been provided by a US person. This includes information about beneficial owners, company applicants, and individuals who received a FinCEN identification number. For individuals who have a FinCEN identifier, the Final Rule provides that the obligation to correct or update their information will apply only to individuals who are not US persons, thus relieving all US persons of the obligation.
How “Final” is the Final Rule?
The Final Rule is an administrative action. It does not repeal or eliminate the CTA. It could be changed by future administrations that follow the administrative procedures for amending or repealing rules. While the Final Rule relieves all US companies and persons from the filing requirements as described above, interested persons should be alert for any changes to the status of the CTA and its regulations in the future.
What Should You Do?
Domestic reporting companies and beneficial owners and company applicants who are US persons may discontinue any current efforts to report beneficial ownership information to FinCEN. US persons who have received a FinCEN identifier may discontinue correcting or updating information they provided in obtaining the identifier. Foreign reporting companies that have foreign beneficial owners should continue to prepare to report their beneficial ownership information to FinCEN, though they need not report company applicant information for any US persons.
Please contact any author of this Client Alert with any questions or concerns that you may have regarding your reporting company’s obligations under the CTA.
Justin Klimko
313.225.7037
klimkojg@butzel.com
Jennifer Consiglio
248.593.3023
consiglio@butzel.com
Laura Johnson
248.593.3014
johnson@butzel.com
