Bottom line: On August 11, 2026, FinCEN issued a final rule (RIN 1506-AB67) that permanently removes the requirement for U.S. companies and U.S. persons to report beneficial ownership information to FinCEN under the Corporate Transparency Act. The rule became effective on August 14, 2026. If your company was formed in the United States, you do not need to file a BOI report — and FinCEN has said it will delete BOI previously reported by U.S. persons from its database.
That is the whole story for most startups. If you want the detail, here it is.
What the Final Rule Does
The final rule makes permanent the exemptions FinCEN adopted on an interim basis in March 2025. Under the rule, a "reporting company" means only an entity formed under the law of a foreign country that has registered to do business in the United States. Entities formed under the law of a U.S. state or tribal authority are outside the definition entirely — corporations, LLCs, and limited partnerships alike.
The rule goes further than the 2025 interim rule in three respects:
- Foreign reporting companies no longer need to report BOI for U.S. person beneficial owners, and no longer need to report U.S. person company applicants.
- U.S. persons who obtained FinCEN identifiers have no obligation to update or correct the information they previously submitted.
- FinCEN announced it will delete information previously reported by U.S. persons — now exempt — from the beneficial ownership database. If your company filed a BOI report back in 2024, you do not need to do anything to make that happen.
How We Got Here, Briefly
Congress enacted the Corporate Transparency Act in January 2021 as part of the National Defense Authorization Act. Reporting opened January 1, 2024, with an original deadline of January 1, 2025 for pre-2024 companies. Then came a year of injunctions, stays, and shifting deadlines that made the requirement nearly impossible to advise on with a straight face. In March 2025, Treasury announced it would not enforce BOI penalties against U.S. companies or their owners, and FinCEN issued an interim final rule limiting reporting to foreign entities. The August 11, 2026 final rule locks that framework in and adds the database deletion.
What Founders Should Do
If your company was formed in the U.S.: nothing. There is no federal BOI report to file, no update obligation, and no penalty exposure for not having filed.
If you filed a BOI report voluntarily or under the old deadlines: also nothing. FinCEN says it will delete previously reported U.S. person information on its own.
Keep your ownership records anyway. The BOI filing is gone; the reasons to know exactly who owns what, as of what date, are not. Clean, contemporaneous ownership records are what get you through financing diligence, acquisition diligence, and — if you are a C corporation shareholder hoping for the Section 1202 exclusion — the substantiation burden that a QSBS claim puts on you, not on the IRS.
What This Does Not Change
The statute is still on the books. Congress did not repeal the Corporate Transparency Act. The exemption for U.S. companies is regulatory — FinCEN redefined "reporting company" by rule. A future administration could revisit that through new notice-and-comment rulemaking, and litigation over the rulemaking is possible. Nothing requires action from you today, but "permanently" in a press release means "until the regulation changes," not "carved in stone."
Foreign entities registered in the U.S. still report. If your structure includes a foreign-formed entity registered to do business in a U.S. state, it remains a reporting company — though it no longer reports U.S. person beneficial owners or applicants.
State transparency laws are separate. New York's LLC Transparency Act took effect January 1, 2026. Because it borrows the federal definitions, it currently reaches only non-U.S. LLCs registered to do business in New York — but the New York legislature has already tried once to decouple its statute from the federal rules, and could try again. If you operate LLCs in New York, watch that space.
Housekeeping
Older posts on this blog that discuss BOI deadlines and penalties — including the January filing deadlines post — describe a regime that no longer applies to U.S. companies. I have updated them to point here. If you see BOI guidance anywhere telling U.S. companies to file, it is out of date.
This post describes the rule as of August 15, 2026. It is general information, not legal advice for your situation.
