The Corporate Transparency Act After FinCEN’s 2025 Rule Change

Written by: Joshua R. Kotter
Attorney review: Joshua R. Kotter
Jurisdiction: Federal
Last reviewed: September 4, 2026
Next review: March 2027, or immediately after a FinCEN rule or court decision affecting BOI reporting

The current answer

Under FinCEN’s final rule effective August 14, 2026, companies created in the United States are exempt from federal beneficial ownership information (BOI) reporting. The remaining reporting-company definition generally reaches certain entities formed under foreign law that register to do business in a U.S. state or Tribal jurisdiction, subject to the rule’s exemptions. Qualifying reporting companies do not report BOI for U.S. person beneficial owners or company applicants.

That is a significant change from the broad domestic-company reporting regime described in guidance issued before March 21, 2025. A business should therefore determine which version of the rule applies before relying on an older article, checklist or filing reminder.

What FinCEN changed

FinCEN’s March 2025 interim final rule narrowed BOI reporting to qualifying foreign entities registered to do business in the United States and exempted domestic entities and U.S. person beneficial owners. The August 2026 final rule retained those exemptions, also exempted U.S. person company applicants, and removed the requirement for U.S. individuals to update or correct information previously submitted to obtain a FinCEN identifier. U.S. persons do not have to provide BOI to reporting companies for which they are beneficial owners or company applicants.

The practical point is straightforward: forming a corporation or limited liability company under Utah or another U.S. jurisdiction does not, by itself, create a current federal BOI filing obligation under the August 2026 final rule.

Who should still examine the rule

A company should perform a current, document-based review if it:

• was formed under the law of a foreign country;
• registered to do business through a U.S. secretary of state or similar office;
• has undergone a conversion, domestication, merger or restructuring that creates uncertainty about where it was formed;
• received a filing demand or compliance notice that may rely on older guidance;
• is evaluating whether a regulatory exemption applies; or
• has non-U.S. owners, managers or operations that make the reporting analysis less obvious.

Entity classification turns on the governing rule and the entity’s formation and registration record—not simply its mailing address, owners’ citizenship or commercial footprint.

A focused review checklist

1. Identify the formation jurisdiction. Review the charter, articles, certificate or comparable organizational record.
2. Confirm every U.S. registration. A foreign entity’s registration to do business in a state or Tribal jurisdiction may be relevant.
3. Apply the current reporting-company definition. Do not begin with a pre-March 2025 checklist.
4. Evaluate exemptions and ownership information. If the entity falls within the current definition, determine which rule-based exemptions and reporting provisions apply.
5. Use current FinCEN forms and deadlines. Do not rely on a deadline copied from archived guidance.
6. Preserve the analysis. Keep the formation, registration and ownership records supporting the conclusion.
7. Separate BOI reporting from other obligations. A federal BOI exemption does not eliminate state filings, tax reporting, licensing, sanctions, anti-money-laundering or contractual compliance duties.

When legal review may be useful

Counsel may be useful when the entity’s jurisdictional history is unclear, a foreign entity is registered in multiple states, ownership or control is disputed, a restructuring is planned, or a government communication appears inconsistent with the current rule. The purpose of review is to identify the rule actually in force and apply it to the entity’s records—not to manufacture a filing obligation that no longer exists.

Primary sources

• FinCEN, Beneficial Ownership Information Reporting Requirement Revision, 91 FR 52508 (August 14, 2026)
• FinCEN, August 11, 2026 announcement of the final BOI reporting rule
• FinCEN, “FinCEN Removes Beneficial Ownership Reporting Requirements for U.S. Companies and U.S. Persons, Sets New Deadlines for Foreign Companies” (March 21, 2025)

Information, not legal advice

This article provides general information about the federal rule as of its review date. It is not legal advice, does not address every exemption or entity history, and does not create an attorney-client relationship. FinCEN rules, litigation and legislation can change. Obtain current advice for the entity and transaction at issue.

Consultation

Start with the entity’s actual record.
If a foreign registration, restructuring or government notice creates uncertainty about current BOI obligations, Mountain State Attorneys can evaluate whether the matter falls within the firm’s practice and authority.

This archived article provides general information and may not reflect later changes in law or procedure. It is not legal advice. Contact the firm for an evaluation of a specific matter.