In March 2025, the United States took a large step back from collecting information about who ultimately owns its companies.
On 21 March 2025, the Treasury's Financial Crimes Enforcement Network issued an interim final rule under the Corporate Transparency Act. It exempted all companies formed in the US, and all US persons, from the requirement to file beneficial-ownership information. Only foreign entities registered to do business in the US remained in scope, and state-level rules could still apply.
For anyone managing a family company, holding structure or investment vehicle, the question is what this changes in practice.
A registry is one place where ownership information can sit. A bank is another, and banks do not take a day off.
What changed, and what did not
Changed. A US-formed company no longer has to file a report with the federal government listing its owners and controllers, and the owners no longer have to supply it.
Did not change. Everything else that asks the same questions:
- Banks and other financial institutions must still identify the beneficial owners of legal-entity customers under their own anti-money-laundering rules.
- Counterparties in a transaction, such as lenders, buyers, insurers and fund administrators, ask for ownership information as part of their own checks.
- Other countries where a structure has accounts, assets or tax residence continue to collect and exchange information. Elsewhere the pressure was running the other way: Singapore's banks had been pressed on source-of-wealth checks since the 2023 money-laundering case.
- State rules may impose their own disclosure duties.
The fundamentals
Transparency is a cost someone bears. A reporting duty moves cost between the regulator, the company and the bank. When one party stops collecting, another often collects more.
Structures are chosen for reasons. Holding assets through a company or trust can be sound for liability, succession or administrative reasons. A structure whose only function is to obscure ownership is a risk to its owner, not a protection.
Documentation is part of ownership. An owner who can show in a few pages who owns what, through which entities, and how the structure was funded, completes onboarding and diligence faster than one who cannot.
Plan for the strictest observer. If a structure touches several countries, it will be asked questions by the most demanding one among them. Build the file for that observer.
Practical implications
- Draw the ownership chart of every entity you control: owners, percentages, controllers, jurisdictions.
- Keep the constitutional documents with it: registers, shareholder agreements, trust deeds, and the funding trail.
- Update it after every change, such as a transfer, a new director or a restructure.
- Expect the same questions from every bank. A single consistent answer is faster than several slightly different ones.
- Do not read a retreat in one country as a retreat everywhere. Check where the entity, the accounts and the owners are resident.
Update, October 2026: what the following months added
FinCEN issued a final rule on 11 August 2026, published on 14 August, making the exemption permanent. Only foreign entities registered in the US remain in scope, and they do not have to report US-person owners. Previously filed information about US persons is to be deleted. State rules may still apply.
What we could not confirm
The body of this post reflects what was known on 25 March 2025; later developments are in the update section. We relied on law-firm summaries of the rule and did not read the Federal Register text. This post does not address state beneficial-ownership laws. This is education, not legal advice.
Sources
- Sidley and Mayer Brown client alerts on the FinCEN interim final rule (March 2025); Procopio on state-level consequences
- Venable, Orrick and Mayer Brown client alerts on the FinCEN final rule (August to September 2026)