Corporate Transparency Act Gutted for US LLCs in Final FinCEN Rule

A final rule from FinCEN has gutted the Corporate Transparency Act for US LLCs, ending federal beneficial-ownership filing for domestic companies and the Americans who own them. The reprieve is real, and it’s broad. But a smaller group of foreign-owned structures still sits inside the reporting net, and a separate New York law now targets them directly.

WASHINGTON, D.C. – 17 September 2026

For years, anyone forming a limited liability company in the United States faced a new federal chore: reporting the humans behind the entity to the Financial Crimes Enforcement Network. That obligation, born out of the 2021 anti-money-laundering overhaul, is now dead for domestic companies. FinCEN’s final rule, published in the Federal Register on 14 August, redraws who counts as a “reporting company” and lifts the filing duty from every entity formed inside the US.

For Liberty Mundo readers, most of whom run US LLCs from outside the country, the practical question is simple: do you still have to file? For the vast majority, the answer’s no. For a narrow band of foreign-formed entities, and for non-US LLCs operating in New York, it’s still yes.

What the Corporate Transparency Act rollback actually changes

The rule strips beneficial-ownership reporting from every company formed in the United States, so a Wyoming, Delaware, or New Mexico LLC files nothing with FinCEN. It also narrows the definition of a “reporting company” to cover only entities formed abroad that register to do business in a US state. Everyone else walks free.

That’s a meaningful shift for anyone who runs a US LLC for non-residents, because the earlier regime pulled foreign owners of American LLCs straight into the FinCEN database. The exemption now follows the place of formation. Nationality no longer decides it. A US-formed entity is out, full stop, whether the member sits in Lisbon, Dubai, or Denver.

In our practice, most non-resident clients who opened a US LLC this year had already budgeted time for an annual FinCEN filing that, as it turns out, they’ll never make. The FinCEN beneficial ownership guidance and the accompanying Treasury announcement confirm the same thing: for US companies and US persons, the reporting requirement is permanently off.

Who still reports beneficial ownership under the Corporate Transparency Act?

Only foreign reporting companies, meaning entities formed under the law of another country that then register to do business in a US state. Even they get a break: they no longer report any US beneficial owners or company applicants. A purely offshore company with no US registration files nothing federally in the first place.

So the reporting net has shrunk to a narrow edge case. If you use a clean structure for offshore company formation and keep US registration off the table, you sit outside the rule entirely. The place where people trip up is a hybrid setup, such as a Belize or BVI company that registers as a foreign LLC in a US state to hold property or open certain accounts. That entity is still a foreign reporting company.

Why New York still matters

New York’s LLC Transparency Act took effect on 1 January 2026, and after a state veto it now applies only to non-US LLCs authorised to do business in New York. Those entities must file a beneficial-ownership disclosure, or an attestation of exemption, with the Department of State by 31 December 2026, or risk penalties and suspension.

That deadline is the live trap in this story. FinCEN pulling back at the federal level does nothing to switch off a state statute, and New York wrote its rule to catch exactly the foreign LLCs that Washington just released. For owners who want their name kept off a public-facing paper trail, the real fix is deliberate structure, and that’s where asset protection trusts and layered ownership come in.

The wider direction of travel still points toward disclosure, from the Cayman beneficial ownership register to CRS, so the shrinking list of non-CRS countries is getting harder to lean on. We’ve watched banks treat a clean US LLC very differently from a lightly-papered offshore shell, and the reporting rollback doesn’t change how a compliance officer reads your file when you open a non-resident LLC bank account.

What US LLC owners should do now

Confirm where your entity was formed, because the exemption tracks the place of formation. Your passport is irrelevant here. A US-formed LLC has no federal filing. A foreign-formed entity registered in a US state should check its remaining obligations. Anyone doing business in New York through a non-US LLC should put the 31 December deadline in the calendar today.

The rollback is a rare piece of good news for anyone building a lean, compliant US footprint from abroad. The Corporate Transparency Act has gone from a looming annual filing to a near non-event for most owners, though the New York carve-out and the wider global push toward transparency mean the smart move is still to structure deliberately. If you’re unsure which bucket your entity falls into, get it checked before year-end.