Every company formed in the United States is now off the hook for Corporate Transparency Act reporting. That is the bottom line of a final rule FinCEN issued on August 11, 2026, and it took effect on August 14.
The rule makes permanent exemptions the agency first introduced in an interim rule published on March 26, 2025. It goes further for U.S. persons. Reporting companies no longer have to disclose beneficial ownership information on American owners or on American company applicants, and individuals no longer have to hand that information to a company in which they hold a stake. Anyone holding a FinCEN ID does not have to update or correct what they filed earlier.
Who still has to file
The definition of a “reporting company” now covers only entities formed under the law of a foreign country that have registered to do business in a U.S. state or tribal jurisdiction. They do so by filing a document with a secretary of state or a similar office. Those that do not qualify for another exemption must still report their beneficial owners, the real people who own or control them.
Deadlines under the 2025 interim rule were tight. Foreign entities registered before March 26, 2025 had until April 25, 2025. Those registering afterward get 30 calendar days from the notice that their registration took effect.
FinCEN also said it would not enforce penalties or fines against U.S. citizens, domestic companies or their beneficial owners, and it applied the exemptions from March 21, 2025. A lawyer who follows the issue, Allen D. Long Jr., said in a LinkedIn post that the agency plans to delete previously collected data on U.S. persons from its database. He put the open question to his readers: does this strike the right balance between the burden on small business and the needs of law enforcement?
Litigation and scams
The law had already been under legal attack. On March 1, 2024, a federal district court in the Northern District of Alabama ruled in National Small Business United v. Yellen that the Act exceeds the limits the Constitution places on Congress, and barred Treasury and FinCEN from enforcing it against the plaintiffs. The Justice Department appealed on March 11, 2024. That left Isaac Winkles, the National Small Business Association and its members as of that date outside the reporting requirement.
FinCEN has also warned about fraud. Letters citing a “Form 4022” or “Form 5102” are fake, because the agency has no such forms, and so is any mail from a “US Business Regulations Dept.” Filing with FinCEN costs nothing. The agency does not open penalty cases by email or phone, so any demand for payment is a scam.
Sources
- FinCEN Exempts U.S. Entities from Corporate Transparency Act | Allen D. Long Jr. (He/Him/His) posted on the topic | LinkedIn
- FinCEN.gov
