The final rule generally adopts the exemptions set forth in FinCEN’s March 2025 interim final rule with immediate effect. As a result, entities formed in the United States and other U.S. persons are no longer required to report beneficial ownership information to FinCEN.

In addition, the final rule includes the following new changes:

• The final rule exempts U.S. persons who have obtained FinCEN IDs from any obligation to update or correct the information they originally provided to FinCEN to obtain their FinCEN IDs;
• The final rule exempts foreign pooled investment vehicles registered in the United States from reporting the beneficial ownership information of a U.S. person in control of the investment vehicle; and
• The final rule eliminates the requirement that U.S. persons report when they serve as company applicants assisting with the formation of an entity in the U.S., or with the registration of a foreign-formed company to do business in the U.S.

Foreign entities that register to do business in the U.S. continue to be required to report beneficial ownership information for foreign individuals.

Notably, in the preamble to the final rule and in new FAQs, FinCEN stated that the bureau plans to work with the National Archives and Records Administration to implement a one-time process to delete beneficial ownership information received before February 11, 2027 that FinCEN reasonably believes was provided by a U.S. person. FinCEN does not anticipate requiring or requesting that U.S. persons contact FinCEN to request that beneficial ownership information be deleted. Nor does FinCEN plan to provide particularized confirmation that a person’s information has been deleted. FinCEN stated that it will notify the public via the FinCEN website once the deletion process is complete.

The final rule does not alter FinCEN’s Customer Due Diligence Rule, which continues to require covered financial institutions to collect beneficial ownership information from legal entity customers.

Although FinCEN’s press release announcing the final rule describes the change as “permanent,” a future administration could issue a new rule reinstating Corporate Transparency Act reporting requirements for U.S. persons.

Authored by Christian Larson.