Fall 2026 Corporate Communicator

Dear clients and friends,

In this edition of the Corporate Communicator, we discuss the celebrated demise of the reporting requirements of the Corporate Transparency Act — at least with respect to U.S.-formed companies and U.S. beneficial owners of foreign- and U.S.-formed companies. 

Very truly yours,

Snell & Wilmer’s Corporate & Securities Group

If you’ve been tracking the twists and turns of beneficial ownership information (BOI) reporting under the Corporate Transparency Act (CTA), you may be reminded of the Oscar-winning film “The Lord of the Rings: The Return of the King,” wondering at the 180-minute mark whether “Is this the end?” only for the saga to continue for another 20 more minutes.  

This may be the end for BOI reporting for U.S. companies under the CTA. On August 14, 2026, the Financial Crimes Enforcement Network’s (FinCEN) final rule that permanently scales back who must report beneficial ownership information took effect. This means that for most U.S. domestic companies and their owners, the BOI reporting requirement has been lifted … at least for the foreseeable future.

If you dare remember:

The August 2026 final rule makes the March 2025 exemptions permanent — and, in some respects, broadens them.

The practical effect is straightforward: owners of a company formed in the United States are no longer required to file a BOI report with FinCEN. The same goes for U.S. persons who were identified as “beneficial owners” or “company applicants” (individuals who file, or direct the filing of, an entity’s formation or registration application) of any reporting company. FinCEN also announced its intention to delete previously submitted BOI data belonging to U.S. persons from its database — a significant step that underscores the permanence of this policy shift, though specific timelines and processes for deletion have not been fully specified.

For the vast majority of our clients — domestic businesses and their U.S.-person owners — the takeaway is simple:

The BOI reporting obligation has not disappeared entirely. It currently applies only to foreign reporting companies — entities formed under the laws of a foreign country that have registered to do business in the United States. However, even this obligation is limited in that foreign reporting companies must report only their non-U.S.-person beneficial owners and company applicants. Any beneficial owner or company applicant who qualifies as a U.S. person is excluded from this reporting requirement.

This means if your business is a foreign entity registered in the U.S., you should confirm whether you fall within this narrower scope, whose deadlines remain in effect and were not changed by the August 2026 final rule. 

So, is this the end of all CTA things for U.S. companies and their owners?  Maybe not. The August 2026 rule only narrows FinCEN’s implementing regulations — it does not repeal the CTA itself. The rule also does not affect other common beneficial ownership reporting frameworks that are independent of the CTA or other situations where such ownership information may still be needed for things like customer due diligence, “know your customer” bank requirements, M&A due diligence and third-party risk management.   

CTA remains on the books as law and could be dusted off by future administrations as an enforcement tool to combat money laundering or financial crimes. There are also some lingering constitutional questions for the CTA, including (i) whether its enactment falls within Congress’ broad powers under the “commerce clause” and (ii) to what extent may an administrative action effectively nullify the vast majority of a Congressional act. A future Supreme Court ruling could reshape the legal landscape for the CTA and BOI reporting. (A petition for certiorari is currently pending before the U.S. Supreme Court in National Small Business United v. Bessent, with the case expected to be considered during the Court’s fall 2026 term.) 

While we view the current regulatory posture as durable for now, this is a space worth monitoring. We will continue to monitor this saga and keep you updated as significant developments warrant.