Country-specific guidance Current

US Corporate Transparency Act beneficial ownership reporting, current status

FinCEN's August 2026 final rule is now in effect; its U.S.-person relief is separate from the foreign-company filing test.

FinCEN finalized its beneficial ownership information reporting rule in August 2026, and the final rule became effective on August 14, 2026. It makes the U.S.-company exemption permanent and adds U.S.-person company-applicant and FinCEN-ID relief. This guide separates those personal exemptions from a foreign entity's own reporting obligation. It is general information, not legal or compliance advice.

Action plan

1 Separate the U.S.-company exemption from foreign-company reporting Being formed abroad is only one part of the reporting-company test, and separate exemptions still apply.

FinCEN's August 2026 final rule made the U.S.-company exemption permanent. U.S. companies are exempt from BOI reporting requirements and therefore, are no longer required to file BOI reports. A potential foreign reporting company is formed under a foreign country's law and registered to do business in any U.S. State or Tribal jurisdiction by filing with a secretary of state or similar office; it must also be outside the other statutory or regulatory exemptions. Foreign formation by itself is not enough. Check the current rule and exemption criteria for the particular entity before treating it as reportable.

  • Treat U.S.-formed companies as exempt under the final rule, not as companies awaiting a future rule
  • For a foreign-formed entity, confirm U.S. State or Tribal registration and review every applicable exemption
  • Do not treat a foreign entity as reportable solely because it has U.S. customers or owners

Done when: The entity's foreign formation, U.S. registration, and any applicable exemption have each been checked before a BOI request is made

FinCEN: Beneficial Ownership Information final rule
2 Keep the company's filing duty separate from U.S.-person relief The final rule exempts U.S.-person information; it does not automatically exempt the foreign company itself.

The final rule separates entity reporting from personal information. Reporting companies do not need to report BOI for U.S. person beneficial owners or U.S. person company applicants. U.S. persons do not need to provide BOI to reporting companies where they are beneficial owners or company applicants. U.S. persons with a FinCEN ID are not required to update or correct the information they previously submitted to FinCEN; non-U.S. persons have separate update and correction duties. A foreign reporting company may still have to report information about itself even when it has U.S.-person owners or applicants; those people are simply not included in the company's BOI report under these exemptions.

  • Do not request BOI from a U.S.-person beneficial owner or company applicant for a company report
  • Do not infer that a foreign reporting company is exempt just because its owners are U.S. persons
  • Keep company-level information separate from information about reportable individuals

Done when: The company-level reporting decision and the treatment of U.S.-person owners and applicants are recorded separately

FinCEN: Final Rule Questions and Answers
3 Apply the existing beneficial-owner test only after scope is confirmed The final rule changed who must be reported, not the beneficial-owner definition.

FinCEN's final-rule Q&A confirms that a beneficial owner remains an individual who directly or indirectly exercises substantial control over the reporting company or owns or controls at least 25% of its ownership interests. The definition did not change. Apply both tests to identify individuals, then separately apply the final rule's U.S.-person reporting relief. A trust, corporation, or other legal entity is not itself an individual beneficial owner.

  • Test substantial control and ownership of at least 25% separately
  • Apply the test to individuals, not to a trust or company as if it were a person
  • Recheck official guidance when the rule, entity facts, or applicable exemptions change

Done when: The current ownership-or-control test has been applied only to an entity that first meets the reporting-company test

FinCEN: Final Rule Questions and Answers
4 Use the existing foreign-company deadlines; do not assume a reset The August 2026 final rule did not create a new transition period or reopen past filing windows.

The final rule became effective on August 14, 2026. FinCEN says it adds no reporting requirements and provides no transition period, so the final rule did not restart the existing foreign-company deadlines. FinCEN's current Interim Final Rule Q&A states that foreign entities already registered before March 26, 2025 had an initial-report deadline of April 25, 2025; entities becoming reporting companies on or after that date have 30 calendar days after the earlier of actual notice or public notice that registration is effective. The fixed April 2025 date has passed, while the 30-day rule remains tied to each later registration. Check the applicable official notice and any entity-specific extension before relying on a date.

  • Do not tell a client that the 2026 final rule reset an existing filing deadline
  • Distinguish the April 25, 2025 deadline from the 30-day rule for later registrations
  • Confirm the actual registration-notice date and any applicable extension for the entity

Done when: Any deadline conclusion reflects the entity's applicable registration-notice dates and is not inferred from the 2026 final-rule effective date

FinCEN: Interim Final Rule Questions and Answers