FinCEN Permanently Ends Beneficial Ownership Reporting for U.S. Companies

FinCEN Permanently Ends Beneficial Ownership Reporting for U.S. Companies

On August 11, 2026, the U.S. Department of the Treasury’s Financial Crimes Enforcement Network (FinCEN) issued a final rule that permanently removes the requirement for U.S. companies and U.S. persons to report beneficial ownership information (BOI) to FinCEN under the Corporate Transparency Act (CTA). FinCEN also announced that it will delete information previously reported by U.S. persons from the BOI database. The rule takes effect upon its publication in the Federal Register, which has not yet occurred as of this writing.

For domestic special-purpose entities which hold most U.S. registered business aircraft, the practical effect is straightforward: the CTA filing requirement is gone.

How We Got Here

Congress enacted the CTA in January 2021, and BOI reporting went live on January 1, 2024. After a year of litigation, injunctions and shifting deadlines, Treasury announced on March 2, 2025 that it would not enforce penalties against domestic companies. FinCEN followed with an interim final rule, published March 26, 2025, that redefined “reporting company” to mean only entities formed under the law of a foreign country that have registered to do business in a U.S. State or Tribal jurisdiction. Entities created in the United States, and their beneficial owners, were exempted.

The August 11 final rule adopts those interim exemptions as permanent — and goes further.

What the Final Rule Does

• Makes permanent the exemption of U.S. formed entities and U.S. persons from BOI reporting requirements.
• Exempts U.S. persons who obtained FinCEN identifiers (FinCEN IDs) from any obligation to update or correct the information they originally submitted to obtain them.
• Eliminates the requirement for foreign companies to report U.S. person “company applicants” (i.e., the individuals who helped register the foreign company to do business in the United States).
• Exempts foreign pooled investment vehicles registered in the United States from reporting the beneficial ownership information of a U.S. person in control of the vehicle.
• Confirms that FinCEN will delete information about company applicants, beneficial owners and FinCEN ID recipients whom FinCEN reasonably believes to be U.S. persons (e.g., where the information is linked to a U.S. passport or U.S. driver’s license). FinCEN says it anticipates working with the National Archives and Records Administration to satisfy federal records laws in doing so. The preamble to the final rule indicates that FinCEN expects to carry this out in a single sweep of the database, does not intend to confirm deletion to individual filers, and does not anticipate deleting U.S. person information contained in filings made more than one hundred eighty (180) days after publication.

Treasury Secretary Scott Bessent described the action as “a victory for common sense and American small businesses.”

Who Still Has to Report

Reporting obligations now reach only entities formed under foreign law that have registered to do business in a U.S. State or Tribal jurisdiction and that do not otherwise qualify for an exemption. Those companies report entity-level information such as their legal name; any d/b/a names; the U.S. street address of the principal place of business, or, if that address is outside the United States, the address from which the company conducts business here; the foreign jurisdiction of formation; the State or Tribal jurisdiction of first registration; and the IRS taxpayer identification number (or a foreign tax number and the issuing jurisdiction).

Those companies also continue to report BOI for their non-U.S. beneficial owners. No BOI is reported for U.S. persons in any capacity, and U.S. persons are not required to furnish their information to a reporting company.  A foreign entity that has registered to do business in a U.S. State or Tribal jurisdiction remains a reporting company even if all of its beneficial owners are U.S. persons; Therefore, it must still file, reporting its entity-level information but no beneficial owners. Individuals who are not U.S. persons must still update or correct FinCEN identifier information within thirty (30) calendar days of a change. Foreign entities that registered to do business in the United States on or after March 26, 2025, have thirty (30) calendar days from notice that their registration is effective to file an initial report.

What This Means for Aircraft Owners and Operators

For a Delaware or Florida limited liability company formed to own a single aircraft, there is no filing, and no thirty (30) day update obligation when membership interests transfer at closing, a new manager is appointed, or a beneficial owner’s address changes. However, a change in the LLC’s ownership/management must still be reported in writing to the FAA Registry.

The analysis is different where the owner entity is organized offshore and has qualified to do business in a U.S. State — a structure that appears regularly where a foreign owner bases or hangars an aircraft in the United States, or where a lender or lessor requires qualification in the state of the aircraft’s primary hangar. Those entities remain reporting companies and must continue to report their non-U.S. beneficial owners.

Nothing in the final rule touches FAA registration eligibility. U.S. citizenship under 49 U.S.C. § 40102(a)(15), the voting-interest and control analysis the FAA Registry continues to apply to LLCs, and the use of non-citizen trusts and operating agreements all remain exactly as they were.

FinCEN pointed out in its final-rule FAQs that the Customer Due Diligence Rule still requires covered financial institutions to collect beneficial ownership information on their legal entity customers. Aircraft finance lenders, escrow and title agents, and insurance underwriters will continue to request due diligence documentation from the parties to a transaction.

A Word of Caution

The Corporate Transparency Act itself remains on the books. The relief announced on August 11 is regulatory rather than statutory, which means a future Treasury could revisit the scope of the reporting rule through rulemaking, and rules of this significance are not immune from challenge. Owners should continue to keep organizational and ownership records current.

Should you have any questions concerning the final rule or how your aircraft ownership structure is affected, please contact Richard A. McEachin (richardm@aviationlegalgroup.com / Telephone: +954-763-5565).