On August 11, the Financial Crimes Enforcement Network (FinCEN), a division of the U.S. Treasury, released its final rule regarding Beneficial Ownership Information (BOI) reporting.
The final rule permanently removes the requirement for U.S. companies and U.S. persons to report BOI information to FinCEN. Only foreign entities that are reporting companies under the final rule will continue to report BOI to FinCEN for foreign individuals. Two other changes also eliminate the reporting rules for individuals who help register foreign companies in the U.S. and eliminate the requirement for U.S. persons with a FinCEN identifier to update or correct information provided when they applied for the FinCEN identifier.
BOI Reporting Continues for Foreign Companies
Alongside the final rule, FinCEN issued revised frequently asked questions (FAQs) to inform users about the final rule. The third FAQ addresses who is required to report BOI under the final rule:
“Reporting companies” under the revised reporting requirements include 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.
In addition, the seventh FAQ highlights that a reporting company is not required to report information on U.S. beneficial owners to FinCEN, even if these U.S. individuals own or control the reporting company.
Treasury Commits To Deleting BOI Previously Collected
BOI reporting requirements were established when the Corporate Transparency Act (CTA) was passed into law as part of the Defense Authorization Act for Fiscal Year 2021. The stated reason for collecting information on closely held businesses and their owners is to provide law enforcement with information to identify shell companies that might be used to evade taxes or to facilitate criminal activities.
In 2022, Treasury issued the first version of its regulations, or final rule, to implement the law. The initial regulations required many closely held businesses and their owners to report information to FinCEN during 2024 and early 2025. Treasury changed its mind and in 2025 issued an interim rule to eliminate much of the reporting requirements for U.S. companies and U.S. individuals. In the preamble to the August 2026 final rule, FinCEN makes clear its intent to delete information about U.S. individuals and U.S. companies that was previously provided under the initial regulations.
Disclaimer
Cherry Bekaert does not provide consulting or compliance services to individuals or businesses in connection with the BOI reporting. We therefore encourage you to familiarize yourself with the final rule and its reporting requirements and meet with your attorney to discuss whether the law impacts you. More information may be found at Small Business Resources | FinCEN.gov.