Does this company have to file a beneficial ownership report with FinCEN? For a US company the answer has been no since 26 March 2025, and the final rule of 14 August 2026 made that permanent. What did not change is a bank's own duty of beneficial ownership verification for the same customer.
Who must still report under the Corporate Transparency Act?
FinCEN's BOI page now says "U.S. companies are exempt". Under 31 CFR 1010.380, the definition of a reporting company now covers only an entity formed under a foreign country's law that has registered with a US state or tribal jurisdiction to do business there. Three illustrative companies show the line:
- A Delaware LLC owned by two US citizens. No report: it is a domestic entity, the 24th exemption ((c)(2)(xxiv)), and its owners are US persons.
- A corporation formed in Ontario and registered in Texas, with one Canadian and one US owner. It reports within 30 calendar days of notice that it is registered, and of its two owners names only the Canadian one.
- A foreign company with more than 20 full time US employees, a US office and more than US$5 million of US gross receipts on its last federal tax return. No report: it is a large operating company ((c)(2)(xxi)).
To prepare and comply with its obligations, a foreign reporting company lists its owners who are not US persons and files any change or correction within 30 calendar days. US persons who hold a FinCEN ID need not update it.
What is the Corporate Transparency Act?
CTA stands for Corporate Transparency Act, Title LXIV of the National Defense Authorization Act for Fiscal Year 2021, enacted on 1 January 2021 inside its Division F, the AML Act of 2020.
An earlier House bill of the same name, the Corporate Transparency Act of 2019 (H.R. 2513), went to a Senate committee on 23 October 2019.
Its reporting duty is 31 U.S.C. 5336, and its main purpose shows in the sense of Congress enacted with it: "malign actors seek to conceal their ownership" of companies formed in the US to facilitate crimes including money laundering, and launderers "may layer such structures" across secretive jurisdictions, the pattern behind shell and front companies. The register was also meant to bring the US into compliance with international AML and CFT standards.
Beneficial ownership information (BOI) identifies each individual who exercises substantial control over the company or owns or controls at least 25 percent of its ownership interests (1010.380(d)): full legal name, date of birth, address and an identifying document's number and image. The UK's Economic Crime and Corporate Transparency Act 2023 is a different law with a similar name.
How did the BOI rule change from 2024 to 2026?
FinCEN's 2022 reporting rule took effect on 1 January 2024 and covered domestic and foreign companies. On 3 December 2024 a federal court in Texas enjoined enforcement; the Supreme Court stayed that order on 23 January 2025, and a second Texas court stayed its own order on 17 February 2025.
On 2 March 2025 Treasury suspended enforcement against US citizens, domestic companies and their owners, and the interim final rule of 26 March 2025 exempted domestic companies. The rule sits in FinCEN's Bank Secrecy Act regulations, 31 CFR chapter X.
What changed in 2026?
- 29 May 2026. A GAO report asked Treasury to address the gaps in ownership information the expanded exemptions leave.
- 11 August 2026. FinCEN announced the final rule and said "it will delete previously reported information by U.S. persons".
- 14 August 2026. The final rule (91 FR 52508) took effect; it also drops US person company applicants and lets US persons leave FinCEN ID details as they are.
- To 29 October 2026. No later BOI rule appears in the Federal Register.
What can a bank rely on after the final rule?
Four things come up in a bank's file on a US company customer, and the first three prove less than they seem:
- A FinCEN ID. An identifier FinCEN issues on application; a US person's details behind it need no update, so it shows nothing current.
- A filing confirmation. It shows a report was made, not who owns the company, and a US company has nothing to file.
- Registry access. Possible only when the reporting company consents (1010.955(b)(4)).
- The CDD Rule. Unchanged by the final rule: a bank still identifies and verifies the beneficial owners of a legal entity customer at account opening (31 CFR 1010.230). FinCEN says in the final rule that this duty "significantly mitigates" the risks the exemptions leave, and the CDD Rule revision the CTA requires is still to come.
The Act is still law, but its registry no longer holds US companies: GAO reported that the March 2025 exemption "applies to over 99 percent of entities that previously were required to report", and FinCEN will delete what US persons filed. A FinCEN ID or filing receipt in a US customer's file therefore proves nothing about who owns the customer; the primary evidence is the bank's own collection and verification of owners under the CDD Rule.
complead, formerly Sanction Scanner, does that collection on its KYB and UBO verification product: the entity is confirmed against official registers, owners and parents are followed up the chain until natural persons are reached, and ownership and directors are monitored after onboarding. It does not file BOI reports or read FinCEN's registry.
What are the BOI deadlines and penalties today?
Table 1. BOI rules in force, October 2026. Sources: 31 CFR 1010.380, 1010.821 and 1010.955; 31 U.S.C. 5336(h); final rule of 14 August 2026.
| Rule | What it says | Figure or deadline |
|---|---|---|
| Initial report | A reporting company files after notice that it is registered to do business | 30 calendar days; 25 April 2025 for companies registered before 26 March 2025 |
| Updates and corrections | A change, or an error the company learns of, needs a new report | 30 calendar days |
| Beneficial owner | Substantial control, or ownership or control of the interests | At least 25 percent; US persons left out |
| Company applicant | The person who files the registration, often a company formation agent | US person applicants not reported |
| Exemptions | Includes domestic entities and large operating companies | 24 categories |
| Civil penalty | For willful failure to report or false information | US$500 a day in the statute; US$606 after the January 2025 adjustment |
| Criminal penalty | For the same willful violations | Up to US$10,000, up to 2 years in prison, or both |
| Bank access | FinCEN "may disclose" BOI to a bank for customer due diligence (1010.955(b)(4)) | Only with the reporting company's consent |
The penalties reach willful conduct only: the statute makes it unlawful to "willfully fail to report complete or updated beneficial ownership information". US$606 a day is the adjusted maximum.
For a US company customer, beneficial ownership now comes from the customer itself, under the CDD Rule. What that rule asks for at account opening, measure by measure, is the subject of the customer due diligence entry.
Related terms
- Ultimate beneficial owner. A person who, through any number of companies or trusts, ultimately owns or directs the customer.
- Customer due diligence. The measures a firm takes to identify a customer and its owners and to understand the relationship.
- Front company. A business with real or apparent operations that hides illicit money or owners.
- Trust and company service providers. Firms that form companies, act as directors or provide registered addresses.
- AML Act of 2020. Division F of the NDAA for fiscal year 2021, which includes the CTA.
- Bank Secrecy Act. The base US AML law under which FinCEN writes its reporting rules.
How this entry was checked. Barbaros Sercan (Customer Success Specialist, complead) read FinCEN's beneficial ownership information page and its release of 11 August 2026, the final rule of 14 August 2026 (91 FR 52508), the interim final rule of 26 March 2025 (90 FR 13688) and the 2022 reporting rule, 31 U.S.C. 5336 with its statutory notes, 31 CFR 1010.380, 1010.821, 1010.955 and 1010.230, GAO's report of 29 May 2026, the 2019 House bill on govinfo.gov and the FATF Recommendations. The three companies in the first section are illustrative and apply FinCEN's published tests; the court history is as the final rule records it. FinCEN warns that parts of its own site predate the 2026 rule, so where they differ this entry follows the rule. Ufuk Gürdaş, Compliance Specialist, checks every date and figure against those sources before publication. Last reviewed: 30 October 2026.
