The Corporate Transparency Act required most small companies to report their beneficial owners to FinCEN. That requirement no longer applies to US companies. If your diligence checklist still asks for a BOI filing, here is what changed.
What changed
- In March 2025, FinCEN issued an interim final rule exempting companies created in the United States, and their beneficial owners, from beneficial ownership information (BOI) reporting.1
- FinCEN has since finalized that rule. According to FinCEN, the final rule took effect on August 14, 2026, and US companies are no longer required to file BOI reports.1
- Reporting now applies only to entities formed under foreign law that have registered to do business in a US state, and they do not have to report US persons as beneficial owners.1
What investors still check
The federal filing went away; the question did not. Investors and acquirers still want to know who owns and controls the company:
- A cap table that reconciles to registry filings and signed documents.
- Identification of significant owners, especially non-US ones.
- Sanctions screening of owners. See our sanctions guide.
- Banks and some investors run their own know-your-customer checks.
Check the current rules
Reporting rules can change. Confirm current requirements on FinCEN's site or with counsel, especially if any of your entities were formed outside the US.