FinCEN Ends Beneficial Ownership Reporting for U.S. Companies: What Remains

An August 11 final rule removes the Corporate Transparency Act’s reporting requirements for U.S.-formed companies and provides for deletion of previously filed U.S.-person data. A narrower set of obligations continues to apply to foreign entities, including under New York’s scaled-back transparency law, which carries a December 31, 2026 deadline.

On August 11, 2026, FinCEN issued a final rule removing the Corporate Transparency Act’s beneficial ownership information reporting requirements for U.S. companies and U.S. persons. The agency describes the change as permanent. For companies that filed reports in 2024, or that tracked the requirement through two years of reversals, the rule provides a measure of finality. 

It is not, however, the end of ownership disclosure altogether. A narrow set of obligations remains in effect, one of them with a deadline this year. 

What the final rule does 

The rule redefines “reporting company” to cover only foreign entities registered to do business in the United States. U.S.-formed corporations, LLCs, and limited partnerships are outside the reporting regime, and the rule makes permanent the interim relief FinCEN granted in March 2025. This area has reversed course more than once in the past three years, and a future administration or Congress could revisit it; as of this writing, however, the requirement for U.S. companies has been eliminated by regulation. 

FinCEN has also stated that it will delete from its database the information of individuals it reasonably identifies as U.S. persons, and that filers do not need to take any action for that deletion to occur. 

The obligation that remains at the federal level is narrow. FinCEN estimates that roughly 28,000 foreign entities registered to do business in U.S. states continue to have reporting obligations, and those entities now report only their non-U.S. beneficial owners. Structures that include a foreign entity qualified to do business in a U.S. state are the one place federal reporting may still apply. 

New York’s law survived, in narrowed form 

New York enacted its own disclosure regime, the New York LLC Transparency Act, which took effect on January 1, 2026. As originally enacted, it was expected to cover every LLC formed or registered in New York. Its scope has since narrowed considerably. In December 2025, Governor Hochul vetoed an amendment that would have kept New York’s definitions independent of the federal ones, and because the state law borrows the federal definition of a reporting company, the federal rollback narrowed New York’s reach with it. Under the Department of State’s guidance, the law now applies only to LLCs formed outside the United States that are authorized to do business in New York. U.S.-formed LLCs, including New York LLCs, are not required to file anything, including exemption attestations. 

For the foreign-formed LLCs that remain covered, the requirements are concrete. Covered LLCs must disclose their beneficial owners, including name, date of birth, address, and an identifying document number, and the information goes into a confidential state database, accessible to law enforcement or by court order rather than to the public. LLCs that qualify for an exemption must file an attestation of exemption, signed under penalty of perjury, rather than simply skipping the filing. The exemption categories track the federal Corporate Transparency Act’s definitions. 

The deadlines: covered LLCs authorized in New York before January 1, 2026 must file by December 31, 2026, those authorized during 2026 must file within 30 days, and annual filings follow in either case. Fines run up to $500 per day once a filing is more than 30 days past due, an LLC delinquent for more than two years is flagged on state records, and the Attorney General may sue to dissolve a noncompliant company or cancel its authority to do business. 

The practical effect: structures composed entirely of U.S.-formed entities currently have no filing obligation under New York’s law, while structures that include a foreign-formed entity authorized in New York face the year-end deadline. The legislature could revisit the vetoed amendment, so the scope is worth re-confirming before year end. 

Ownership records still matter, even without a regulator 

There is a practical point underneath the regulatory story. The processes that touch most growing companies, bank account onboarding, lender KYC checks, investor diligence, and an acquirer’s diligence in a sale, all continue to require accurate ownership records and certifications. 

A company that cannot readily produce an accurate cap table and a clear picture of who owns and controls it tends to feel that gap at an inconvenient moment, often in the middle of a financing or a deal. The federal government no longer requires the exercise. The market still asks for it. 

Points worth confirming 

In light of the final rule, companies may wish to confirm three things: 

• Whether any non-U.S.-formed LLC in the structure is authorized to do business in New York, and if so, calendaring the December 31 filing or exemption attestation. 

• Whether any foreign entity in the structure is registered to do business in a U.S. state, which would keep it within the remaining federal requirement. 

• Whether ownership records and the cap table would withstand a lender’s or acquirer’s request today. 

The status described above is current as of August 17, 2026. This area of law has changed repeatedly, including twice in the past eighteen months, and could change again. 

How CGL can help 

CGL advises companies on entity structuring, disclosure obligations, and keeping ownership records deal-ready. Companies with a foreign entity in their structure, or with questions about what the rollback means for a particular structure, can reply to this email with the word “BOI” and the firm will follow up on whether any filing requirement remains and what the applicable deadline is.