FinCEN has now finalized the significant narrowing of the Corporate Transparency Act’s (CTA) beneficial ownership information (BOI) reporting requirements that it first adopted on an interim basis in March 2025, including removing the requirement for updating information provided for FinCEN identifiers. At the same time, the constitutional challenge to the CTA remains pending, with a petition asking the US Supreme Court to review the Eleventh Circuit’s decision upholding the statute. For US companies and US persons, the practical takeaway is simple: For now, there is no CTA BOI reporting obligation.
FinCEN Finalizes Relief for US Companies and US Persons
Effective August 14, 2026, FinCEN adopted a final rule making permanent the principal changes first implemented through its March 2025 interim final rule. Most importantly, entities formed in the United States are no longer “reporting companies” under FinCEN’s regulations and therefore are not required to file BOI reports with FinCEN.
The final rule also expands the relief previously provided to US persons. International entities that remain subject to the CTA are no longer required to report BOI regarding US persons who are beneficial owners or company applicants, and US persons are correspondingly exempt from providing that information. In addition, US persons who previously obtained FinCEN identifiers are no longer required to update or correct the information associated with those identifiers.
As a result, the CTA’s reporting regime now applies principally to certain entities formed under international law that register to do business in the United States and requires reporting regarding their non-US beneficial owners and, where applicable, non-US company applicants. FinCEN has also announced that it intends to undertake a process to delete previously submitted BOI relating to US companies and US persons and the related identifiers.
The Constitutional Challenge Continues
The new rule does not end the ongoing litigation over the constitutionality of the CTA itself.
In December 2025, the US Court of Appeals for the Eleventh Circuit reversed a district court decision that had held the CTA unconstitutional and rejected facial challenges to the statute under the Commerce Clause and the Fourth Amendment. The plaintiffs, National Small Business United and Isaac Winkles, subsequently petitioned the Supreme Court for review.
On August 21, 2026, the federal government filed its brief opposing the petition. In addition to defending the CTA on the merits, the government argues that Supreme Court review would be premature because no court of appeals has yet considered the constitutionality of the CTA as implemented by FinCEN’s new final rule. The government also argues that the final rule may have rendered the current case moot because the petitioners are no longer subject to the reporting requirements they challenge.
The Supreme Court has not yet acted on the petition.
What Does This Mean Going Forward?
For US companies and US persons, the immediate takeaway is that there is no longer a requirement to report beneficial ownership information to FinCEN under the Corporate Transparency Act.
FinCEN’s final rule, however, changes the regulations implementing the CTA; it does not repeal the CTA itself. The statute remains on the books and gives Treasury substantial authority to determine which classes of entities are exempt from reporting. A future administration could therefore revisit FinCEN’s current approach and seek to reinstate BOI reporting requirements for some or all domestic entities, or adopt a more targeted reporting regime focused on particular categories of entities or perceived risks.
Indeed, that possibility is not merely theoretical. In opposing Supreme Court review, the federal government expressly acknowledged the possibility that a future White House administration could rescind the current exemptions, while arguing that affected entities could bring new constitutional challenges if that occurs.
Congress could also change the landscape. It could repeal or amend the CTA, codify the current exemptions for US companies and US persons, or establish a different or more targeted statutory reporting framework. A change in either the administration or the composition and priorities of Congress could therefore put domestic BOI reporting back on the table.
If broader reporting requirements return, new constitutional and administrative law challenges are likely. Unless the Supreme Court intervenes in the pending case, however, the Eleventh Circuit’s decision upholding the CTA will remain an important precedent supporting the federal government’s authority to impose such requirements.
For now, US companies and individuals can breathe easier. But the combination of an unrepealed statute, substantial regulatory discretion, and the possibility of future congressional action means that the CTA should not be written off entirely.
Stay tuned. Hunton will continue to monitor the pending Supreme Court proceedings, congressional activity, and any future FinCEN rulemaking that could again change the scope of CTA reporting obligations.
