Beneficial Ownership Information Reporting Requirement Revision

Key dates

2026-08-14

Effective date of FinCEN final rule "Beneficial Ownership Information Reporting Requirement Revision" (91 FR 52508; RIN 1506-AB67), permanently narrowing CTA BOI reporting to foreign reporting companies and codifying exemptions for U.S. persons and domestic reporting companies.

Suggested considerations

• Compliance teams at foreign reporting companies should review the revised 31 CFR 1010.380 definition of "reporting company" and confirm that their entity meets the narrowed criteria (foreign formation plus registration to do business in a U.S. State or Tribal jurisdiction), updating BOI reporting inventories and scoping accordingly.
• Foreign reporting companies should update BOI reporting procedures to ensure that reports capture beneficial owners who are non-U.S. persons while excluding U.S. person beneficial owners, including revising data collection forms, internal instructions, and system logic to avoid collecting or transmitting U.S. person BOI under the CTA framework.
• Firms involved in foreign pooled investment vehicles registered in the United States may wish to revise governance and reporting processes so that BOI reports for such vehicles identify only the individual exercising substantial control (or greatest authority over strategic management) who is not a U.S. person, and cease including U.S. controllers where they qualify as U.S. persons.
• Corporate secretarial and entity management functions should update CTA/BOI scoping matrices to remove domestic corporations, LLCs, and similar entities from BOI reporting obligations and to reflect that only qualifying foreign entities remain in scope, while maintaining awareness of other AML and KYC obligations that may still apply independently of the CTA.
• Onboarding and registration workflows for foreign entities should be reviewed so that BOI reporting triggers, timelines, and responsibilities are aligned with the final rule’s foreign-only scope, including any remaining deadlines tied to registration dates, and that staff understand that U.S. person company applicant information is no longer required for CTA reporting.
• Firms maintaining records of U.S. person beneficial owners and company applicants for CTA purposes may wish to reassess retention policies, ensuring that any continued collection or storage of such data is for other legal or risk-management purposes rather than CTA compliance, and that privacy notices and data minimization practices reflect the updated regulatory position.
• Compliance teams should revise CTA-related policies, procedures, and training materials to incorporate the exemptions for U.S. persons holding FinCEN IDs, clarifying that these individuals are no longer required to update or correct BOI previously provided to obtain the identifier, and documenting any residual obligations under other BSA or AML rules.
• Banks, broker-dealers, and other AML-regulated firms should consider the impact of reduced BOI availability for U.S. persons on their own customer due diligence, beneficial ownership, and risk assessment frameworks, and evaluate whether internal KYC standards or other regulatory requirements (such as customer due diligence rules) necessitate separate collection of U.S. person ownership information irrespective of FinCEN’s CTA exemptions.

What changed

The definition and scope of "reporting company" under 31 CFR 1010.380, as implemented under 31 U.S.C. 5336, are now permanently narrowed so that entities previously defined as domestic reporting companies are exempt from BOI reporting requirements, including initial, updated, and corrected BOI reports. Foreign reporting companies remain subject to BOI reporting, but the rule confirms that they are exempt from reporting beneficial ownership information for any U.S. person beneficial owners; those U.S. persons are likewise exempt from any obligation to provide BOI in connection with such reports. The rule further exempts reporting companies from submitting information on U.S. person company applicants and exempts U.S. person company applicants from any obligation to provide their information

Who is affected

• Foreign reporting companies formed under foreign law and registered to do business in a U.S. State or Tribal jurisdiction by filing with a secretary of state or similar office
• Foreign pooled investment vehicles that are reporting companies under 31 CFR 1010.380(b)(2)(iii)
• U.S. person beneficial owners of foreign reporting companies (by virtue of being exempted)
• U.S. person company applicants for entities formed or registered to do business in the United States (by virtue of being exempted)
• U.S. persons who have obtained a FinCEN identifier (FinCEN ID)
• Domestic corporations, LLCs, and similar entities previously captured as "domestic reporting companies" under the CTA (by virtue of being exempted)
• Banks and other financial institutions relying on BOI data for AML/CFT and customer due diligence purposes
• Asset managers and pooled investment vehicle sponsors using foreign vehicles registered in the United States

Related regulations

• Corporate Transparency Act (CTA), Section 6403 of the Anti-Money Laundering Act of 2020
• Bank Secrecy Act (BSA), 31 U.S.C. 5318(a)(7)
• 31 U.S.C. 5336 (Beneficial Ownership Information Reporting Requirements)
• 31 CFR 1010.380 (Reports of beneficial ownership information)