After FinCEN's August 2026 final rule, who still has to file beneficial ownership information reports under the Corporate Transparency Act?

Foreign-formed entities registered to do business in a U.S. State or tribal jurisdiction still have to file, unless a (c)(2) exemption applies. Domestic entities no longer file, and U.S. persons are carved out of what a foreign reporting company reports.

What the rule says:

• A reporting company is an entity formed under the law of a foreign country and registered to do business in a State or tribal jurisdiction by a filing with a secretary of state or similar office (31 CFR 1010.380(c)(1)(ii)).
• Entities created by a filing with a secretary of state or similar office under State or tribal law are exempt (31 CFR 1010.380(c)(2)(xxiv)).
• The reporting company need not report U.S. persons who are beneficial owners or company applicants, and those U.S. persons need not provide the information (31 CFR 1010.380(b)(5)(i) and (ii)). Non-U.S. persons are still reported.
• A foreign pooled investment vehicle reports only on an individual with substantial control who is not a U.S. person (31 CFR 1010.380(b)(2)(iii)).
• A reporting company created or registered before January 1, 2024 reports that fact but need not report any company applicant (31 CFR 1010.380(b)(2)(iv)).

What to do:

• Confirm foreign formation and U.S. State or tribal registration.
• Screen against the (c)(2) exemptions before filing. Examples are a money transmitting business registered with FinCEN under 31 U.S.C. 5330 or an MSB registered under 31 CFR 1022.380 (31 CFR 1010.380(c)(2)(vi)), and a large operating company (31 CFR 1010.380(c)(2)(xxi)).
• Identify non-U.S. beneficial owners and company applicants.

Timing:

• An entity that becomes a reporting company on or after March 26, 2025 files within 30 calendar days of the earlier of actual notice of registration or public notice of it (31 CFR 1010.380(a)(1)(i)).
• An entity that no longer meets any exemption files within 30 calendar days (31 CFR 1010.380(a)(1)(iii)).
• Updates are due within 30 calendar days of a change (31 CFR 1010.380(a)(2)(i)).
• Corrections are due within 30 calendar days after the company becomes aware or has reason to know of the inaccuracy (31 CFR 1010.380(a)(3)(i)).

Sources

1. Federal Register document 2026-16576: https://www.federalregister.gov/documents/2026/08/14/2026-16576/beneficial-ownership-information-reporting-requirement-revision
2. 31 CFR 1010.380 (eCFR): https://www.ecfr.gov/current/title-31/section-1010.380

This answer is general information, not legal advice. Forteris is not a law firm.