On August 11, 2026, the Treasury Department’s Financial Crimes Enforcement Network (FinCEN) issued a final rule permanently exempting U.S. companies and U.S. persons from reporting beneficial ownership information (BOI) under the Corporate Transparency Act. The rule was published in the Federal Register and took effect on August 14, 2026.
If you’ve used an LLC, a family limited partnership, or a trust that owns an interest in a business as part of your estate or asset-protection plan, this is worth understanding, not just because of what it removes, but because of what it doesn’t.
A Quick Reminder of What Was at Stake
Congress passed the Corporate Transparency Act, which became law on January 1, 2021, to combat the use of anonymous shell companies for money laundering and other illicit activity. FinCEN’s reporting requirements took effect on January 1, 2024. Companies formed during 2024 had 90 days to file, and companies that already existed had until January 1, 2025. Unless an exemption applied, a “reporting company” generally included any corporation, LLC, or other entity created by filing a document with a secretary of state, which captured many of the family LLCs and family limited partnerships used in estate and asset-protection planning.
Most ordinary revocable and irrevocable trusts were not reporting companies themselves, because they aren’t created by a state filing. But trusts were still pulled in: when a trust owned an interest in an LLC, the trustee, and in some cases the grantor or beneficiaries, could be beneficial owners whose information the LLC had to report.
A Rule That Kept Changing
The reporting requirement had a genuinely messy run. In December 2024, a federal court in Texas blocked enforcement nationwide. The U.S. Supreme Court stayed that order in January 2025, but a second Texas court had issued its own injunction, so reporting stayed on hold until that court stayed its order in February 2025. Within weeks, on March 2, 2025, Treasury announced it would not enforce the reporting requirement against U.S. citizens or domestic companies. FinCEN then issued an interim final rule, published March 26, 2025, narrowing the definition of a reporting company to entities formed under foreign law and registered to do business in the United States. On August 11, 2026, FinCEN made that narrowing permanent through a final rule, and extended the relief further.
Where Things Stand Now
- Entities formed in the United States, including LLCs, family limited partnerships, and corporations, are no longer reporting companies and have no BOI filing obligation.
- Only non-exempt entities formed under the law of a foreign country and registered to do business in a U.S. state remain reporting companies. They report only their non-U.S. beneficial owners, and they do not report U.S.-person beneficial owners or U.S.-person company applicants.
- FinCEN says it will carry out a one-time process to delete, to the extent practicable, information previously reported by or about U.S. persons and domestic companies. You don’t need to request deletion.
- If your U.S. company already filed a report, you don’t need to update or correct it. If you obtained a FinCEN identifier, you no longer need to keep that information current.
“U.S. Person” Is Not the Same as Citizenship
The rule turns on whether someone is a “U.S. person,” and it borrows that definition from federal tax law (Internal Revenue Code section 7701(a)(30)). U.S. citizens and lawful permanent residents (green card holders) are U.S. persons, as are certain other individuals who are treated as U.S. residents for tax purposes. Domestic trusts and estates also qualify. Someone living here on a temporary visa may or may not be a U.S. person depending on their tax residency, and a change in immigration status, such as giving up a green card, can change the answer.
Trusts need a separate look. A trust can be treated as a foreign trust for tax purposes if, for example, a non-U.S. person has authority over its substantial decisions. If your family includes non-citizens, relatives living abroad, or a trustee who is not a U.S. person, don’t assume the exemption covers your structure.
This Is a Regulation, Not a Repeal
Here’s the detail worth remembering: Congress has not repealed the Corporate Transparency Act. FinCEN reached this result by using its own regulatory authority to redefine who counts as a reporting company, not by changing the underlying statute. The law itself is also still being tested in court. In December 2025, the U.S. Court of Appeals for the Eleventh Circuit held that the Act is within Congress’s constitutional authority, and a petition asking the Supreme Court to review that decision is pending.
That distinction matters. A future FinCEN, under a future administration, could change the regulatory framework again through a new rulemaking, just as this final rule replaced the version that came before it. For an estate plan built around an LLC, a family limited partnership, or a trust holding a business interest, treat this as the current rule rather than a permanent guarantee.
What the Rule Doesn’t Change
- Your bank will still ask. Banks and other financial institutions must still collect beneficial ownership information when an LLC or other legal entity opens an account, under FinCEN’s separate customer due diligence rule. Expect those questions when you open or retitle accounts.
- Real estate transfers into trusts and LLCs are on watch. A separate FinCEN rule requiring reports on certain all-cash transfers of residential property to LLCs and trusts took effect March 1, 2026. A federal court in Texas vacated it on March 19, 2026, and no reports are required while that order stands, but FinCEN has appealed to the Fifth Circuit. If you plan to deed a home into a trust or LLC, confirm the rule’s status at the time of the transfer.
- State law is its own question. Massachusetts does not currently have its own beneficial ownership reporting law, though legislation has been filed that would require LLCs to disclose their owners to the Secretary of the Commonwealth. Massachusetts LLCs must still file annual reports and keep required records under state law. If your plan includes an LLC that owns property in New York, note that New York’s LLC Transparency Act took effect January 1, 2026, and currently applies only to LLCs formed outside the United States.
What This Means for Your Estate Plan
- If you formed a U.S. LLC, family limited partnership, or other domestic entity as part of your plan and never filed a BOI report, you do not need to file one now.
- If you already filed, you don’t need to do anything further, and FinCEN says information tied to U.S. persons will be removed from its system.
- Keep your entity’s internal records in order anyway. Massachusetts law already requires LLCs to maintain key records, including a current list of members and the operating agreement, and clear documentation of who owns what makes trust administration, lending, and succession far smoother.
- If your structure involves a foreign entity, a trustee or beneficial owner who isn’t a U.S. person, or family members whose immigration or tax residency status has changed, this exemption may not fully apply to you, and that’s worth a specific conversation.
The Bottom Line
For most Massachusetts and Rhode Island families and business owners who used an LLC, a family limited partnership, or a trust as part of an estate or asset-protection plan, this removes a compliance headache that has hung over those structures since 2024. But it’s a regulatory rollback sitting on top of a statute that’s still on the books, decided by an agency that can change its mind again. A plan built to last decades shouldn’t be built on the assumption that this particular rule stays exactly this way forever.
At Botelho Law Group, we build LLCs, trusts, and family entities into Massachusetts and Rhode Island estate and asset-protection plans, and we monitor how federal and state reporting rules apply to them.
Have a family LLC, trust, or business entity as part of your estate plan, and not sure where you stand on federal reporting? Reach out to Botelho Law Group for a consultation. It’s worth confirming your structure is actually current, not just assuming the rules haven’t moved again.