Beneficial ownership reporting is over for U.S. dental entities: FinCEN's August 2026 final rule, and the foreign companies that still file

What it says#

The Corporate Transparency Act, enacted January 1, 2021 as part of the Anti-Money Laundering Act of 2020, added section 5336 to title 31 of the U.S. Code. As FinCEN's 2026 final rule describes it, that section "establishes new BOI reporting requirements for many corporations, limited liability companies, and other similar entities operating in the United States, but it excludes specified categories of businesses from the reporting requirements," and it lets the Secretary of the Treasury exempt any other class of entities when reporting "would not serve the public interest" and "would not be highly useful" to law enforcement. FinCEN's Reporting Rule of September 30, 2022, codified at 31 CFR 1010.380 and effective January 1, 2024, required reporting companies to report identifying information about themselves, their beneficial owners and, for companies created on or after January 1, 2024, their company applicants. Companies that existed before January 1, 2024 had until January 1, 2025 to file; companies created during 2024 had 90 days; from January 1, 2025 new companies had 30 days.

Litigation broke the schedule. On December 3, 2024 the Eastern District of Texas, in Texas Top Cop Shop v. Garland, preliminarily enjoined enforcement of the CTA nationwide and stayed the reporting deadlines; a second court in the same district issued a similar order in Smith v. Treasury on January 7, 2025. The Supreme Court stayed the Top Cop Shop injunction on January 23, 2025, and the Smith court stayed its own order on February 17, 2025. On February 18, 2025 FinCEN extended most deadlines to March 21, 2025 and said it would revise the rule, and on March 2, 2025 Treasury announced "the suspension of enforcement of the CTA against U.S. citizens, domestic reporting companies, and their beneficial owners" and its intent to narrow the rule to foreign companies only.

The interim final rule of March 26, 2025 did that. It redefined "reporting company" to mean only an entity "formed under the law of a foreign country and that has registered to do business in any U.S. State or tribal jurisdiction by the filing of a document with a secretary of state or similar office," and it formally exempted every entity previously known as a domestic reporting company from filing, updating or correcting a report. Foreign reporting companies kept their duty to file but no longer report beneficial owners who are U.S. persons, and U.S. persons need not give their information to such a company. Foreign companies registered before March 26, 2025 had until April 25, 2025; those registering later have 30 calendar days from notice that the registration is effective. FinCEN said it was applying the exemptions as of March 21, 2025 and would not enforce penalties against U.S. citizens or domestic reporting companies.

The final rule, issued August 11, 2026 and published and effective August 14, 2026 at 91 FR 52508, adopts the interim rule "permanently, rather than on an interim basis," with four points: it affirms the exemption of domestic reporting companies; it extends the U.S. person exemption so a foreign reporting company also does not report U.S. person company applicants; it affirms the special rule for foreign pooled investment vehicles; and it eliminates any requirement for a U.S. person to update or correct the information given to obtain a FinCEN identifier. "The final rule does not make any further changes to the IFR or Reporting Rule." Because it relieves a restriction rather than imposing one, FinCEN made it effective on publication. The same day, FinCEN announced it "will delete previously reported information by U.S. persons" from the BOI database. The penalty provisions were left alone; FinCEN says they "continue to apply to foreign reporting companies and foreign persons" and that its "willful" standard means enforcement "would not be based on inadvertent mistakes or a lack of awareness."

The scale is in the rule's impact analysis: the 2022 rule had estimated 32,556,929 reporting companies in 2024 and about 5 million new ones a year; before the interim rule FinCEN had received about 15 million reports from domestic companies; FinCEN estimates about 27.5 million reporting companies were relieved of reporting, a reduction of about 53 million burden hours and about $9 billion a year. It now estimates about 28,000 foreign reporting companies and had received about 13,000 reports from them by the end of 2025.

Who it applies to#

As a practical matter, no dental practice formed in the United States. A professional corporation, PLLC or LLC created by filing with a secretary of state is, in the rule's own words, exempted from the definition of reporting company under 31 CFR 1010.380(c)(2)(xxiv). That reaches the practice entity, the real estate LLC, the management or holding company and the entity you set up for a second location. Their owners, as U.S. persons, have nothing to report to anyone, and if they obtained a FinCEN identifier in 2024 they need not maintain it.

The duty survives for an entity formed under foreign law that has registered to do business in a U.S. state or tribal jurisdiction and fits no exemption. In a dental group that would be a foreign parent, investor vehicle or management company that registered with a secretary of state. It reports the company's identifying information and the beneficial owners who are not U.S. persons, within 30 days of notice that its registration is effective. A foreign entity that has not registered in any state is outside the definition. Banks, separately, still collect beneficial ownership information from legal entity customers at account opening under FinCEN's Customer Due Diligence Rule, which the interim and final rules did not change.

What changed#

Between January 2024 and December 2024 the rule was live and most single-owner practice entities were reporting companies with a January 1, 2025 deadline; many owners filed or paid someone to file. The Texas injunction of December 3, 2024 stopped the clock, the Supreme Court restarted it in January 2025, and Treasury's March 2, 2025 announcement ended enforcement against U.S. companies before the interim rule made the exemption formal on March 26, 2025.

The August 2026 final rule changes little on the ground; its contribution is permanence and cleanup. It confirms the domestic exemption after a comment period in which, the preamble records, many commenters asked for narrower carve-outs and Treasury declined them all. It widens the U.S. person exemption to company applicants, ends the FinCEN ID update duty, and commits FinCEN to deleting U.S. person data already filed. FinCEN's BOI page still warns that some older guidance on the site says otherwise and should be disregarded, and that fraudulent mailings citing a "Form 4022" or a "US Business Regulations Dept." are circulating; there is no fee to file with FinCEN and FinCEN does not send penalty notices by email or phone.

Where the source is#

FinCEN's Beneficial Ownership Information Reporting page at fincen.gov/boi carries the August 11, 2026 alert quoted above, the March 2025 alert on the interim rule, and the litigation and fraud notices. The final rule (91 FR 52508) and the interim final rule (90 FR 13688) were read in the govinfo editions of the Federal Register, and the interim rule's docket is FINCEN-2025-0001. FinCEN's August 11, 2026 press release, Treasury's March 2, 2025 announcement and FinCEN's February 18, 2025 deadline notice are on the agencies' sites; the statute is at 31 U.S.C. 5336 on the House Office of the Law Revision Counsel's site. All of these loaded without restriction.