U.S. businesses can put the Corporate Transparency Act’s beneficial ownership reporting requirement behind them—at least under the regulatory framework put in place by the Trump administration.

On August 11, the Treasury Department’s Financial Crimes Enforcement Network (FinCEN) finalized a rule permanently exempting companies formed in the United States, as well as U.S. persons, from the federal requirement to report beneficial ownership information — or BOI — to the government. The action converts relief that FinCEN first adopted on an interim basis in March 2025 into a final rule.

For most ILMA members, the practical result is straightforward: A company created under U.S. law does not have to file a BOI report with FinCEN. It also does not have to update or correct a BOI report that it previously filed.

ILMA members should distinguish the CTA reporting requirement from other beneficial-ownership requirements they may encounter. Banks and other financial institutions may continue requesting ownership information under separate federal customer identification, customer due diligence, and anti-money laundering requirements. State laws or other regulatory programs can impose disclosure requirements as well.

The final BOI rule closes a turbulent chapter in the implementation of the Corporate Transparency Act (CTA). Congress enacted the CTA in 2021 to make it more difficult to conceal the individuals who own or control companies used for money laundering and other illicit activities. The law originally swept broadly, requiring millions of corporations, limited liability companies and similar entities to disclose identifying information about their beneficial owners to FinCEN.

A beneficial owner generally includes an individual who owns at least 25% of an entity or exercises substantial control over it. For privately held companies, complying with the rule could require identifying owners and senior decision-makers, gathering personal identifying information, and keeping the information filed with FinCEN current.

The reporting regime drew sustained criticism from small and privately held businesses over its cost, complexity and penalties for noncompliance. In March 2025, the Trump administration changed course. FinCEN issued an interim rule excluding domestic companies and U.S. persons from the reporting requirements and limiting the program principally to foreign entities registered to do business in the United States.

The new final rule makes that approach permanent.

In addition to exempting U.S.-formed companies, the rule provides several other forms of relief. U.S. persons who previously obtained a FinCEN identifier will no longer have to update or correct the information submitted to obtain the identifier. Foreign reporting companies generally will not have to report U.S. persons who are beneficial owners or company applicants, and U.S. persons will not be required to provide their BOI to those companies.

FinCEN is taking an additional step of particular interest to companies and individuals that complied with the original rule. The agency announced that it will delete previously reported information that it reasonably determines was submitted by U.S. persons, including information associated with U.S. beneficial owners, company applicants and FinCEN identifier holders.

The beneficial ownership information system has not disappeared entirely. Certain entities formed under the laws of a foreign country and registered to conduct business in a U.S. state or tribal jurisdiction remain reporting companies. Those entities generally must continue reporting required information concerning their non-U.S. beneficial owners.

Finally, Congress has not repealed the Corporate Transparency Act itself.  FinCEN instead used its regulatory authority to narrow the universe of companies and individuals subject to the law’s reporting provisions. For now, however, the compliance question for domestic businesses is settled — U.S.-formed companies have no federal BOI filing, updating or correction obligation under the CTA.