Issued on and effective August 11, 2026, 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 (BOI) to FinCEN under the Corporate Transparency Act (CTA).
FinCEN also announced that it will delete information previously submitted by individuals it reasonably believes to be U.S. persons — beneficial owners, company applicants and recipients of a FinCEN identifier (FinCEN ID) — from the BOI database, coordinating with the National Archives and Records Administration on applicable federal records requirements.
For financial institutions, the practical takeaway is narrower than the headline suggests: The reporting obligation on domestic customers is gone, but the customer due diligence (CDD) obligation of institutions is not.
What the Final Rule Does
The final rule:
- Makes permanent the exemptions FinCEN adopted on an interim basis in March 2025, ending BOI reporting by U.S. companies and U.S. persons.
- Narrows "reporting company" to entities formed under the law of a foreign country that have registered to do business in a U.S. state or Tribal jurisdiction.
- Exempts U.S. persons who obtained FinCEN IDs from any obligation to update or correct the information they originally provided.
- Eliminates the requirement for foreign companies to report U.S. person "company applicants."
- Exempts foreign pooled investment vehicles registered in the United States from reporting the BOI of a U.S. person in control.
- Confirms deletion of U.S. person data from the BOI database.
Foreign entities that remain reporting companies must still report BOI for foreign individuals, along with entity-level data: legal name, trade or d/b/a names, U.S. business address, foreign jurisdiction of formation, the state or Tribal jurisdiction of first registration and a Taxpayer Identification Number or Employer Identification Number.
Differences From the March 2025 Interim Final Rule
Per FinCEN's accompanying FAQ document, the final rule adopts all changes made by the March 2025 interim final rule as permanent, then adds two substantive expansions of relief:
- Foreign companies no longer report U.S. person company applicants.
- U.S. persons holding FinCEN IDs are relieved of any duty to update or correct prior submissions.
All other elements of the interim final rule carry forward unchanged.
Implications for Financial Institutions
The Final Customer Due Diligence (CDD) Rule effective as of March 11, 2018, is unchanged. Covered financial institutions must continue to identify and verify the beneficial owners of legal entity customers at account opening under the CDD Rule. FinCEN cited this obligation directly in its rationale, describing continued Final CDD Rule collection as a mitigant for the illicit finance risk created by exempting domestic entities. Institutions should anticipate that examiners will weigh Final CDD Rule execution more heavily now that no federal registry covers domestic companies.
Beneficial ownership verification loses a reference point. Institutions that obtained BOI database access will find limited value for domestic customers once U.S. person records are deleted. Certifications obtained directly from the customer, supported by independent verification, become the sole practical control.
Foreign-formed entity onboarding warrants closer attention. Because reporting obligations now attach exclusively to foreign-formed entities registered in the United States, an entity's reporting status becomes a meaningful risk signal. Institutions may want to confirm whether foreign-formed legal entity customers have filed and remain current.
Customers will ask questions and may push back against providing beneficial ownership information due to confusion between the former CTA requirement and the ongoing Final CDD Rule requirement. Small business borrowers and depositors who filed BOI reports in 2024 and 2025 will want to know whether their data is being deleted and whether further action is required. Front-line teams need consistent talking points and a clear boundary against providing legal advice.
Policy documentation likely references the CTA. Anti-money laundering (AML) policies, Customer Identification Program procedures, loan onboarding checklists and third-party questionnaires that instruct staff to obtain or reference a FinCEN BOI filing require revision.
One item to flag: The AML Act of 2020 directed FinCEN to revise the Final CDD Rule to conform with the CTA reporting framework. We have not independently confirmed the current status of that conformance rulemaking, and it remains the most consequential open question for financial institutions. Treat it as a monitoring item and confirm with counsel before making structural changes to CDD procedures.
Recommended Action Steps for Financial Institutions
- Inventory CTA References: Identify every policy, procedure, training module, checklist and system prompt that references CTA BOI reporting or the BOI database.
- Reaffirm Final CDD Rule Controls: Test beneficial ownership certification collection, verification and refresh processes, and document that Final CDD Rule execution operates independently of the CTA.
- Document BOI Database Decisions: If your institution obtained access, record the decision to suspend or limit reliance, along with the supporting rationale.
- Segment Foreign-formed Entity Customers: Flag legal entity customers formed under foreign law and registered in a U.S. jurisdiction for enhanced onboarding review.
- Equip Front-line Teams: Distribute brief talking points covering what changed, what data is being deleted and where to direct legal questions.
- Brief Board and AML Committee: Frame the change as a shift in where the due diligence burden sits rather than a reduction in it.
- Monitor Developments: Pay special attention to the Final CDD Rule conformance rulemaking and any legislative or litigation response.
Your Guide Forward
Cherry Bekaert's Financial Institutions advisors are available to help assess the impact of the final rule on your BSA/AML program, refresh CDD Rule procedures and documentation, and prepare board-level and front-line communications. Cherry Bekaert brings deep industry knowledge and technical experience to help you navigate a shifting regulatory landscape with confidence.
