Two answers, both correct
In September 2026, a manufacturer in Colorado moves its operating accounts to a regional bank. The bank's onboarding portal asks for the name, date of birth, address and ID of everyone who owns 25 percent or more of the company, plus one person who controls it. The CFO writes back that FinCEN exempted US companies from beneficial ownership reporting in August. The relationship manager replies that the request has nothing to do with FinCEN filings. (This is an illustrative example.)
They are both right. The federal reporting obligation for US companies has ended. The bank's obligation to know who owns its customers has not. This article sets out what changed, who still files, and why an accurate ownership record still matters. It is general information, not legal advice.
What FinCEN changed in August 2026
FinCEN announced its final rule on August 11, 2026. It was published in the Federal Register on August 14, 2026 (91 FR 52508) and took effect on publication. The rule adopts, with limited changes, the interim final rule of March 26, 2025, and makes its exemptions permanent.
In practice:
- US companies are exempt. Entities created in the United States no longer file initial, updated or corrected beneficial ownership reports with FinCEN.
- US persons are exempt. Foreign reporting companies do not report US persons as beneficial owners or company applicants, and US persons with a FinCEN identifier do not have to update the information they gave.
- Old filings are being deleted. FinCEN said it will delete beneficial ownership information previously reported by US persons.
FinCEN made the change by rule. As of November 2026, Congress has not repealed the Corporate Transparency Act itself, so the current position rests on a regulation that a later rulemaking could revisit.
Who still files with FinCEN
Reporting now applies only to foreign reporting companies: entities formed under the law of a foreign country that have registered to do business in a US state or tribal jurisdiction, unless an exemption applies. They report beneficial ownership information for foreign individuals only. A company that registers now has 30 calendar days after it receives notice that its registration is effective to file its initial report.
Two situations catch US groups:
- A foreign subsidiary registered in a state. A Canadian or UK subsidiary that has registered to do business in Texas, for example, may be a reporting company even though its parent is American.
- A foreign holding company above a US business. If the top of the structure is a non-US entity that has registered to do business in any state, check whether it reports.
The reverse case is now simpler. A US LLC owned by non-US individuals is a US company, so it is exempt from FinCEN reporting. It is not exempt from its bank's questions.
Banks still ask under another rule
The customer due diligence rule, which predates the Corporate Transparency Act, still applies. It requires covered financial institutions, including banks, broker-dealers and mutual funds, to identify and verify each individual who owns 25 percent or more of a legal entity customer, and one individual who controls it, when the entity opens an account.
On February 13, 2026, FinCEN gave covered institutions exceptive relief from repeating that step every time an existing customer opens a new account. Banks must still identify and verify beneficial owners:
- when a legal entity customer first opens an account with the institution,
- when the institution learns facts that reasonably call earlier ownership information into question, and
- when its risk-based ongoing due diligence procedures call for it.
So the certification request in the opening scene was routine. A first account at a new bank triggers it. A change in ownership that the bank hears about can trigger it again. The relief removes a repeat step, not the first one.
New York kept a narrower law
New York's LLC Transparency Act took effect on January 1, 2026. It borrows the federal definitions and exemptions, so after the federal rollback it reaches only LLCs formed under the law of a foreign country and authorized to do business in New York. Domestic LLCs file nothing under it, not even an attestation of exemption. On December 19, 2025, Governor Hochul vetoed a bill that would have extended the Act to domestic LLCs.
As of November 2026, the Department of State's guidance says:
- Deadlines. Foreign LLCs authorized before January 1, 2026 must file by December 31, 2026. Those authorized later file within 30 days of applying for authority. Filings are annual after that.
- Content. A beneficial ownership disclosure statement, or an attestation of exemption for exempt companies. Information on owners who are US persons is not required.
- Penalties. A filing more than 30 days late is marked past due, and after two years delinquent. The Attorney General may assess fines of up to $500 for each day a company is past due or delinquent, and a company that does not file within 30 days of the Department's notice can be suspended.
- Confidentiality. Filed information is exempt from disclosure under New York's Freedom of Information Law.
If your group has a non-US LLC authorized in New York before this year, the deadline is weeks away.
Ownership clarity still matters
To lenders
Banks need the ownership information to open the account at all. Lenders go further: credit agreements commonly treat a change of control as a default, so the lender needs to know who owns the borrower today and to hear when that changes. A borrower that cannot produce a current ownership chart quickly will wait longer for its closing.
To buyers and investors
Diligence teams ask for the capitalization table, the entity chart and the chain from each entity to the individuals behind it. Sanctions are one reason. Under OFAC's 50 Percent Rule, an entity owned 50 percent or more in the aggregate, directly or indirectly, by one or more blocked persons is itself treated as blocked, even if it is not on any list. OFAC has said that control without that level of ownership does not trigger the rule automatically. A buyer cannot run that test without the full ownership chain.
To your own reporting
Ownership also defines related parties. Under US GAAP, principal owners and their immediate families are related parties, and material transactions with them need disclosure. Our article on related-party transactions covers the policy and the log.
Keep an ownership file
The FinCEN form is gone for most US companies. A short internal file replaces it, and it answers every request above.
- Entity chart. Every entity, where it was formed, when, and each state where it is registered to do business.
- Ownership to individuals. Direct and indirect percentages traced through holding companies and trusts to natural persons, with flags at 25 percent (bank due diligence), for principal owners (related parties) and for any holdings by sanctioned persons.
- Control persons. Senior officers and anyone who can appoint or remove a majority of the board.
- Non-US entity check. For each entity formed outside the US and registered in a state, a dated note on whether it files with FinCEN, or which exemption applies.
- New York check. For each non-US LLC authorized in New York, the filing status and the next annual date.
- Bank certifications log. Which bank, which date, what was certified and who signed.
- Screening record. Owners and control persons screened against sanctions lists at onboarding and after any change.
- Update triggers. Share issuances and transfers, new officers, new registrations, financings and estate transfers.
- Owner and review date. One named person keeps the file and reviews it every quarter.
Where to start
Build the entity chart and the ownership table first, and check every non-US entity against the FinCEN and New York rules before December 31, 2026. Confirm your conclusions with counsel. If you also need to know who stands behind a supplier, customer or acquisition target, that work is part of our counterparty and vendor due diligence. For a wider view of what private companies can publish on their own terms, see voluntary financial transparency for private companies.