R.I.P. C.T.A: What Business Owners Need to Know

If you hired us to create an LLC for you in the past few years, we likely gave you a memo advising you about the Corporate Transparency Act reporting requirements. We advised you to strictly comply with the new Beneficial Ownership Information rules from the Financial Crimes Enforcement Network (FinCEN). Then the lawsuits started flying. Then came a series of court orders, deadline extensions, and announcements that left many business owners unsure whether they needed to do anything at all.

That uncertainty is now largely resolved. On August 14, 2026, FinCEN, a bureau of the U.S. Department of the Treasury, published a final rule that permanently removes the beneficial ownership reporting requirement for U.S. companies and U.S. persons. This post explains what changed, who still has to file, what happens to information you already submitted, and what we recommend going forward.

The "Short" Answer

If your business is a corporation, LLC, limited partnership, or similar entity formed in the United States, you do not have to file a beneficial ownership report with FinCEN, and you do not have to update or correct a report you already filed. If you previously obtained a personal FinCEN identifier (FinCEN ID), you also no longer have to keep the information behind it up to date. You do not need to contact FinCEN to ask that your previously reported information be deleted. FinCEN has said it plans to handle that on its own.

How We Got Here

Congress passed the Corporate Transparency Act (CTA) in January 2021 as part of a broader anti-money-laundering package. The law was aimed at anonymous shell companies, and it required many corporations, LLCs, and similar entities to report information about the individuals who own or control them. FinCEN’s implementing rule took effect January 1, 2024, and FinCEN originally estimated that more than 32 million companies would have to file.

Litigation quickly followed. In December 2024, a federal court in the Eastern District of Texas blocked enforcement nationwide, and the reporting deadlines bounced back and forth as that order and others worked through the appellate courts. In March 2025, Treasury announced it would not enforce the CTA against U.S. citizens or domestic companies. Later that month, FinCEN issued an “interim final rule” that exempted domestic companies from reporting and limited the requirement to foreign companies.

An interim rule, however, is exactly that: temporary. Many of our clients reasonably asked whether the requirement might come back and we basically said “probably not, but here’s how to file just in case it comes back and you don’t want to think about it again.” The August 2026 final rule answers that question by adopting the interim rule as final, with a few additional changes that further reduce the burden on U.S. persons.

What the Final Rule Does

The final rule, published at 91 Fed. Reg. 52508, does four main things:

•      Exempts all domestic companies. Any entity created by filing a document with a secretary of state (or similar office) in a U.S. state or tribal jurisdiction is no longer a “reporting company.” That covers the typical Texas or Arkansas LLC, corporation, or limited partnership.

•      Exempts U.S. persons from being reported by foreign companies. Foreign companies that still must file do not have to report U.S. citizens or residents who own or control them. The final rule extends this to U.S. “company applicants” as well, meaning the person who filed the company’s registration paperwork.

•      Ends FinCEN ID updates for U.S. persons. Before the final rule, anyone who had obtained a FinCEN ID was technically required to update the underlying information (such as a new address or a renewed driver’s license) within 30 days of any change, indefinitely. That obligation is gone for U.S. persons. FinCEN estimates this relieves roughly 760,000 people.

•      Keeps the special rule for foreign investment funds. Foreign pooled investment vehicles report only non-U.S. individuals who exercise substantial control.

The rule took effect immediately on publication.

Who Still Has to File?

The reporting requirement now applies only to entities formed under the law of a foreign country that have registered to do business in a U.S. state or tribal jurisdiction. Two points of clarification are worth making, because we have seen confusion about both:

•      “Foreign” means another country, not another state. A Delaware or Oklahoma LLC registered to do business in Texas is often called a “foreign LLC” under state law. For CTA purposes, it is still a domestic company and is exempt. (Not confusing at all, right?)

•      A U.S. company with foreign owners is still exempt. If your Texas LLC has a member who is a citizen of Mexico or Canada, the LLC itself is still a domestic entity and does not file. Some commenters asked FinCEN to require reporting by foreign-owned domestic entities, and FinCEN declined.

If you do have a company organized outside the United States that is registered with the Texas or Arkansas Secretary of State, that company still needs to file within 30 days of registration and report its non-U.S. beneficial owners. Please contact us if that describes your situation.

What About the Information I Already Filed?

Millions of businesses filed reports in 2024 and early 2025, before the requirement was suspended. Understandably, many owners would like that personal information, including copies of driver’s licenses and passports, removed from a federal database.

In the final rule, FinCEN said it intends to conduct a one-time sweep of its database to delete information about U.S. individuals (beneficial owners, company applicants, and FinCEN ID holders) that would not have been collected under the new rules. Key details:

•      You do not need to request deletion. FinCEN does not plan to ask U.S. companies or individuals to contact it.

•      You will not receive a personal confirmation. FinCEN instead plans to post a public notice on its website once the deletion is complete.

•      FinCEN will identify U.S. persons by their ID documents. The agency plans to rely on whether a person submitted an identifying document it reasonably believes came from a U.S. person, such as a U.S. passport or a state driver’s license.

•      There is a cutoff date. FinCEN does not plan to delete U.S. person information included in any filing made after February 10, 2027.

We want to be candid about one point. The deletion plan appears in FinCEN’s explanation of the rule, not in the regulation itself, and FinCEN describes it in terms of what it “expects” and “anticipates” doing. The process also must be coordinated with the National Archives under federal records law. We have no reason to doubt that FinCEN intends to follow through, but it is a stated plan rather than a legal requirement, and we will watch for FinCEN’s completion notice.

One practical note: if you are a U.S. person who reported using a foreign passport (for example, a lawful permanent resident or a dual citizen), FinCEN’s document-based approach may not flag your information as belonging to a U.S. person. If that applies to you, let us know and we can discuss whether any follow-up makes sense once FinCEN publishes more guidance.

Your Bank Will Probably Still Ask

The final rule does not change a separate federal rule, known as the Customer Due Diligence Rule, that requires banks and other financial institutions to identify the beneficial owners of business customers when they open accounts. So you may still be asked to sign a beneficial ownership certification when you open a new business account or loan. That is normal and is not a sign that you missed a FinCEN filing. FinCEN has said it will revisit the Customer Due Diligence Rule separately.

Is This Really the End?

For practical purposes, yes, for now. But it is worth understanding why we say “for now.” The Corporate Transparency Act itself is still on the books. The exemption for domestic companies exists because the statute gives the Treasury Secretary authority to exempt classes of entities, and the current Secretary has used that authority. A future administration could start a new rulemaking, or Congress could amend the statute. Any new requirement would require a new public process, and we would expect advance notice. We will continue to monitor developments and update our clients if anything changes. CTA is still the law as passed by Congress, but FinCEN can choose how to enforce it (including not enforcing it at all).

Our Recommendations

•      Domestic companies: No action is needed. Do not file new reports or updates with FinCEN.

•      Individuals with a FinCEN ID: No action is needed. You no longer have to update your information.

•      Do not file voluntarily, especially after February 10, 2027. U.S. person information filed after that date will not be swept up in the deletion.

•      Keep a simple record. A short note in your company records stating that the entity is a domestic company exempt under the August 2026 final rule can be helpful if a lender or buyer asks.

•      Foreign-formed entities: Contact us. These entities still have filing obligations.

•      Watch for one more announcement. FinCEN has said it will post a notice when the deletion process is complete.

As always, the attorneys at Gfeller Joyner Edwards are constantly learning and keeping up with not only law changes, but any other industry standards and societal trends that might affect your legacy. If you have questions about this or any of your other business planning, contact us. We’re here when you need us.

This article is for general informational purposes only and is not legal advice. Reading it does not create an attorney-client relationship. The law in this area has changed several times and may change again; consult an attorney about your specific situation.