Maryland Legal Alert for Financial Services

The United States Congress passed the Corporate Transparency Act (CTA) in 2021 to combat money laundering, terrorist financing, tax fraud, and other illicit activities. Among other provisions, the CTA provides that “reporting companies”—corporations, limited liability companies, and other entities created by the filing of a document with a state’s secretary of state or similar office—must file beneficial ownership information (BOI) reports containing information regarding their beneficial owners and key decision makers with the Financial Crimes Enforcement Network (FinCEN), a division of the U.S. Treasury Department.

The CTA’s reporting requirements became effective on January 1, 2024, but were ultimately suspended by FinCEN on March 2, 2025, in an announcement that followed two nationwide injunctions issued by federal district courts in litigation challenging the CTA’s constitutionality. That suspension was formalized on March 26, 2025, in an interim final rule (Interim Rule) redefining “reporting company” that effectively exempted the vast majority of corporations, LLCs, and similar entities from the BOI reporting requirements applicable to U.S. persons.

FinCEN has now issued a final rule (Final Rule) superseding the Interim Rule and further curtailing the BOI reporting rules. Effective August 14, 2026, the Final Rule permanently adopts and expands on the Interim Rule with the intent to minimize unnecessary burdens on U.S. persons.

Key provisions of the Final Rule include:

• Exempting domestic reporting companies from BOI reporting requirements;
• Exempting foreign reporting companies from BOI reporting requirements of any U.S. person who is a beneficial owner or company applicant of the foreign reporting company;
• Exempting any foreign pooled investment vehicle from BOI reporting requirements with respect to any U.S. person who exercises substantial control over the entity; and 
• Eliminating the requirement for any U.S. person to update or correct information previously provided to obtain a FinCEN ID, whether as a beneficial owner or company applicant.

Foreign reporting companies remain obligated to report BOI for their non-U.S. person beneficial owners and company applicants. The Interim Rule, as adopted by the Final Rule, allows foreign companies to file their initial or updated BOI reports by the later of 30 days after the date of publication of the Interim Rule (March 26, 2025) or 30 days after their registration to do business in the U.S. Willful violations of this reporting rule may result in a reporting company becoming subject to criminal penalties.

The Final Rule also states that FinCEN will delete from its database previously reported BOI of U.S. domestic entities and persons that, had the Final Rule been in effect as of January 1, 2024, would not have been required to be reported. Public notice will be given upon completion of such deletions from the database.

According to FinCEN, the Final Rule is expected to result in approximately $18 billion saved in reporting costs for exempted domestic reporting companies, U.S. persons, and company applicants.

FinCEN’s issuance of the Final Rule solidifies the significant shift in CTA reporting requirements set forth in the Interim Rule last year, relieving millions of domestic entities and U.S. persons from BOI reporting obligations.

For more information about this topic, please contact Christopher R. Rahl, Peri L. Schuster and James J. McKittrick.

Christopher R. Rahl
410-576-4222 • crahl@gfrlaw.com

 Peri L. Schuster  
410-576-4005 • pschuster@gfrlaw.com 

James J. McKittrick 
410-576-4134 • jmckittrick@gfrlaw.com