I’ve written about the Corporate Transparency Act’s (“CTA”) on-again, off-again beneficial ownership reporting requirement twice before on this blog, first chronicling the injunction whiplash of early 2025, then the requirement’s brief return that spring. On August 11, 2026, the U.S. Department of the Treasury’s Financial Crimes Enforcement Network (“FinCEN”) issued a final rule that appears to close the book on that saga, at least for the overwhelming majority of U.S. business owners. The bottom line: if your company was formed under U.S. law, you and your business are no longer required to report beneficial ownership information (“BOI”) to FinCEN under the CTA, and FinCEN says it will delete what you already reported. See also the FAQ issued by FinCEN regarding its Final Rule.

What the Final Rule Actually Does

The final rule, published in the Federal Register on August 14, 2026, permanently exempts all domestic reporting companies, meaning any entity formed by filing with a U.S. state or tribal authority, from CTA beneficial ownership reporting. It also exempts U.S. persons from BOI reporting obligations when they are beneficial owners or company applicants of foreign reporting companies, and it eliminates the requirement that U.S. persons holding a FinCEN identifier keep that information updated. FinCEN says it will purge previously filed U.S. person data from its BOI database in a single sweep to be completed by February 10, 2027, with no request required on your part. Foreign entities, meaning companies formed under another country’s law that register to do business in a U.S. state, are the one group still on the hook. They must continue reporting BOI, but now only for their non-U.S. beneficial owners.

Where This Leaves the Saga

If you’ve followed my earlier posts on this topic (see The CTA Saga Continues and The CTA is back, and it’s here to help), you’ll recall the CTA’s implementation bounced between competing federal court injunctions, a Supreme Court stay, and a scramble to hit a moving filing deadline, all inside about six weeks in early 2025. FinCEN issued an interim final rule in March 2025 that already exempted most domestic companies as a practical matter. This August 2026 rule makes that exemption permanent and formal, closes remaining gaps such as company applicants and FinCEN ID updates, and directs the wholesale deletion of the data FinCEN already collected. For nearly all U.S. business owners, this is the end of the road on CTA compliance, not another chapter.

Why FinCEN Is Doing This

FinCEN’s stated authority for the exemption comes from the CTA itself, specifically the Treasury Secretary’s power under 31 U.S.C. § 5336(a)(11)(B)(xxiv) to exempt any entity or class of entities where BOI collection would not serve the public interest or would not be highly useful to law enforcement. In the rule’s preamble, Treasury points to the CTA’s own directive to minimize the burden on legitimate small businesses, and frames the change as a reassessment following Executive Order 14192’s broader deregulatory push.

What This Means for Your Business

If your company was formed in the U.S., you have nothing further to file, and no follow-up action is required on your part. Nobody needs to request deletion of previously filed information; FinCEN says that will happen automatically. If your company was formed outside the U.S. and is registered to do business in a U.S. state, confirm with your corporate counsel whether you still qualify for an exemption and, if not, make sure your BOI filing reports only your non-U.S. beneficial owners. If you’re holding a FinCEN identifier as a U.S. person, you no longer need to keep that information current.

The Potential Pitfall: Don’t File This Away Completely

A few things are worth keeping in mind before you treat CTA compliance as permanently closed. First, this relief comes from Treasury’s exemptive authority under the statute, not from Congress repealing the CTA. The underlying law is still on the books, which means a future administration could revisit the exemption through the same rulemaking process. Second, the CTA’s constitutionality is still being litigated, with multiple cases pending and a group of states urging the Supreme Court to take up the question, so the legal landscape here is not fully settled. Third, and this one catches business owners off guard, some states and the District of Columbia have their own, independent beneficial ownership disclosure requirements that operate regardless of anything FinCEN does. Washington, D.C., for example, has required beneficial ownership information from entities formed or registered to do business there since 2020, a requirement the District’s government has confirmed is unaffected by the federal rule change. New York’s LLC Transparency Act, by contrast, was narrowed at the last minute to reach only foreign LLCs registered in New York, so it now largely mirrors the federal approach rather than adding a separate burden on domestic companies. A handful of other states have floated their own beneficial ownership bills, though none has the reach of DC’s law today. The point is that federal relief does not automatically mean you’re off the hook everywhere, so it is worth confirming whether any state or jurisdiction where your company is formed or registered has its own separate requirement. Finally, FinCEN has signaled it may expand the existing Customer Due Diligence Rule that applies to banks, which could mean your bank still asks you for beneficial ownership information when you open or maintain an account, separate and apart from any CTA obligation.
For most U.S. business owners, this is genuinely good news and a real reduction in compliance burden after a rocky rollout. But “permanent” in an agency rule is not the same as “permanent” in a statute, and entities still filing, along with anyone relying on a state law exemption, should keep an eye on developments. If you’re not sure whether your company still has a CTA obligation, whether a state or local law reaches you, or what your bank may still ask of you, that’s worth a quick conversation before you assume you’re done.

This post is provided for general informational purposes only and does not constitute legal advice. Reading this post does not create an attorney-client relationship. Contact ME to discuss your specific situation.

STATUS UPDATE: the U.S. Department of the Treasury’s Financial Crimes Enforcement Enforcement Network (“FinCEN”) issued its Final Rule on the Corporate Transparency Act (“CTA”) on August 11, 2026. Read about it here. The bottom line: if your company was formed under U.S. law, you and your business are no longer required to report beneficial ownership information (“BOI”) to FinCEN under the CTA, and FinCEN says it will delete what you already reported.

Folks, we are back to it; the Corporate Transparency Act (“CTA:). I previously posted about the ongoing saga that is the implementation of the CTA here, if you are looking for a quick refresher. Last we visited our fledgling new law promoted to help the government crackdown on national security threats, the reporting requirements for millions of entities were put on hold by a little U.S. District Court in the Eastern District of Texas (Smith v. U.S. Department of the Treasury). Well, that same court has now reversed itself and stayed its own injunction. Specifically, the District Court in Smith v. U.S. Department of the Treasury stayed its injunction preventing the Financial Crimes Enforcement Network (“FINCEN”) from enforcing the reporting requirements under the CTA requiring millions of qualifying business entities to disclose the Beneficial Ownership Information (“BOI”).

As previously discussed, under the original deadline entities were to report such information by January 1, 2025. As also previously discussed in my prior post referenced above, through a gauntlet of legal machinations this filing deadline was halfted, started, halted, … I’m dizzy. Back to the present day. As of the above-referenced latest order in Smith, enforcement of the CTA reporting requirements is back on. FINCEN wasted no time, stayed true to its prior representations to the court, and promptly issued a February 18, 2025 notice setting a 30-day deadline for all qualifying entities to report their BOI, March 21, 2025 (see the notice here). That said, there is still some uncertainty as FINCEN also states in its notice that it will further assess its requirements for reporting guidelines prior to the March 21st deadline, and as a result reporting companies may (emphasis on MAY) be granted additional time to comply with their BOI reporting obligations.

In its notice, FINCEN discusses the potential of modifying the reporting requirements to lessen the burden on small business and those less likely to pose a national security threat. So as it stands today, there is a stated March 21st CTA reporting deadline, with an uncertain possibility of a further extension, a potential tweaking of what business entities must report, and to what extent. But for now the guidance is clear that any entity qualifying under the provisions of the CTA must report their BOI by March 21st. Of course that could change again tomorrow. And for additional piling on, note in the FINCEN notice that if an entity has already qualified for some other extension to the reporting deadline (i.e. those affected by a recent natural disaster, etc.) then this new March 21st deadline does not otherwise shorten such extension (see FINCEN notice for more detail).

I encourage you to review FINCEN’s notice. I also encourage you, as I did in my prior post, to gather all of your BOI and ensure you are prepared to report same to FINCEN by the ultimate filing deadline (currently March 21, 2025). But stay tuned as this has been a saga prone to abrupt U-turns. If you are uncertain as to what the CTA is, what it requires and who it applies to, I encourage you to seek professional guidance on the topic. For example, you could contact an attorney like me (hey, that’s convenient).

Conduct yourself accordingly!

STATUS UPDATE: the U.S. Department of the Treasury’s Financial Crimes Enforcement Enforcement Network (“FinCEN”) issued its Final Rule on the Corporate Transparency Act (“CTA”) on August 11, 2026. Read about it here. The bottom line: if your company was formed under U.S. law, you and your business are no longer required to report beneficial ownership information (“BOI”) to FinCEN under the CTA, and FinCEN says it will delete what you already reported.

The Corporate Transparency Act (“CTA”) saga continues into the middle of February 2025. For the quick background, The CTA was initially set to go into effect on January 1, 2025, but thanks to a court case in the Eastern District of Texas (Texas Top Cop Shop, Inc. v. McHenry), that didn’t happen. Well, it’s actually a little more complicated than that. Some might say, I among them at this point, that it is ridiculously more complicated than that. The Top Cop court issued an initial nationwide injunction against enforcement of the CTA. Followed by the government quickly appealing the injunction to the Fifth Circuit, which reversed the injunction, followed three days later by a broader panel of the Fifth Circuit reversing that decision and reinstating the injunction. The government then appealed the matter to the U.S. Supreme Court, which on January 23, 2025 reversed the reversal of the reversal (e.g. stayed the injunction issued by the Top Cop court.) That was a lot of commas and exhausting…but we’re not done. The CTA is still prevented from going into effect, even after the January 23rd order of the U.S. Supreme Court thanks to a different nationwide injunction being issued in a different Eastern District of Texas judge in a different case (Smith v. U.S. Dept. of the Treasury), which had been issued during the prior Top Cop back-and-forth. The federal government has now filed an appeal with the Fifth Circuit seeking to lift the injunction in Smith. This reflects a DOJ filing on February 5, 2025 under the new Trump administration. I personally find this interesting as the CTA was enacted as part of the National Defense Authorization Act for Fiscal Year 2021, and it was signed into law after Congress overrode President Trump’s veto on January 1, 2021. I don’t necessarily believe Trump vetoed the Act specifically because of the presence of the CTA, but it is interesting that Trump’s DOJ is staying its course to press for enforcement.

So is the CTA even on President Trump’s radar? Who knows, but it is certainly on the radar of the House and Senate. On January 15, 2025 identical bills were introduced in the House and Senate called, “The Repealing Big Brother Overreach Act,” with the stated purpose of repealing the CTA. I’ll note this legislation was introduced in the last Congress as well, but died a silent death. However, one of the many planks of the new Trump administration’s platform is reducing red tape and regulations. Certainly, many people view the CTA as exactly that.

Where are we right now on February 12, 2025? Implementation of the CTA is stayed based on the injunction issued by the Smith court. But the DOJ’s appeal of the injunction is pending before the Fifth Circuit, and a ruling could be issued any day. In it’s recent appeal the DOJ stated it would extend the filing deadline for 30 days if it’s appeal is granted, and would use that period of time to determine if lower-risk categories of entities should be excluded from the reach of the CTA’s reporting requirements. Will this representation to the Fifth Circuit along with the fact the U.S. Supreme Court already reversed the injunction in Top Cop result in the Fifth Circuit reversing the nationwide injunction put in place by the Smith court? My crystal ball is on the fritz, but my Magic 8-Ball tells me, “all signs point to definitely maybe.” Mysticism and voodoo aside, any business entity that believes it would be subject to the CTA’s reporting requirements should, at the very least, gather all of the necessary reporting data and be prepared to report should the court issue an order lifting the nationwide injunction. As described above, the government (FINCEN & the Dept. of the Treasury) is stating affected entities will have 30 days to report from the date the injunction is lifted.

Conduct yourself accordingly!