AgedCorporations.com’s summary is that a shelf corporation formed in a US state no longer files a beneficial owner report with FinCEN, because a final rule effective August 14, 2026 permanently exempts US-created entities from the Corporate Transparency Act reporting requirement.2 Entities formed abroad and registered to do business in a US state still report, and banks still ask who owns a company when it opens an account.15 The page below traces how the rule changed and what a buyer should do now.
- : Corporate Transparency Act enacted. Enacted as part of the National Defense Authorization Act for Fiscal Year 2021. Source
- : Beneficial ownership reporting begins Source
- : Interim final rule exempts domestic companies Source
- : Final rule makes the domestic exemption permanent. Foreign entities registered to do business in the United States still report. Source
What the CTA required in 2024
Congress enacted the Corporate Transparency Act on January 1, 2021, as part of the Anti-Money Laundering Act of 2020, which was itself part of the National Defense Authorization Act for Fiscal Year 2021.2 The act added a new section to the Bank Secrecy Act establishing beneficial ownership information reporting requirements for many corporations, LLCs and similar entities.2
FinCEN’s implementing regulation, the Reporting Rule, was published on September 30, 2022 and became effective on January 1, 2024.2 It required reporting companies to report identifying information about themselves and the beneficial owners who own or control them, and, for companies created on or after January 1, 2024, about the company applicants who formed or registered them.2
The rule reached two kinds of entity. A domestic reporting company was a corporation, LLC or other entity “created by the filing of a document with a secretary of state or any similar office under the law of a state or Indian tribe.”2 A foreign reporting company was one “formed under the law of a foreign country” and registered to do business in the United States by such a filing.2 Companies created or registered before 2024 had until January 1, 2025 to file their first reports, and FinCEN set separate deadlines for those created or registered during 2024.2
For the aged entity market, the site’s reading is that a shelf entity formed years earlier fell into the pre-2024 group, and that a buyer who acquired one during 2024 would have been reporting its new owners rather than the people who formed it.
The deadlines did not hold. On December 3, 2024, a federal district court in Texas preliminarily enjoined enforcement of the act and stayed the reporting deadlines, and a second Texas court issued a similar order on January 7, 2025.3 The Supreme Court stayed the first injunction on January 23, 2025, and the last nationwide order was lifted on February 18, 2025.3 FinCEN extended most reporting deadlines to March 21, 2025, and on March 2, 2025 the Treasury announced it would suspend enforcement against U.S. citizens, domestic reporting companies and their beneficial owners.3
The March 2025 interim rule exempting domestic companies
On March 26, 2025, FinCEN published an interim final rule, effective the same day.3 It narrowed reporting “to require only entities previously defined as ‘foreign reporting companies’ to report BOI,” and exempted entities previously defined as domestic reporting companies from reporting, updating or correcting beneficial ownership information.3
It went further for US persons. Foreign reporting companies no longer had to report the beneficial ownership information of any U.S. persons who own them, and U.S. persons no longer had to provide it.3 Foreign reporting companies received new deadlines: those registered before March 26, 2025 had to file by April 25, 2025, and those registered on or after that date have 30 calendar days from the earlier of actual notice of registration or the state’s first public notice of it.3
FinCEN’s own summary of the interim rule was plain: “all entities created in the United States” and their beneficial owners were exempt from reporting to FinCEN.4
The 2026-08-14 final rule and data deletion
On August 11, 2026, FinCEN announced a final rule that “permanently removes the requirement for U.S. companies and U.S. persons to report beneficial ownership information to FinCEN under the Corporate Transparency Act.”1 The rule was published in the Federal Register and took effect on August 14, 2026.2
The final rule adopts the interim rule with limited changes. It continues to exempt reporting companies from reporting the information of U.S. person beneficial owners, and it adds two exemptions: reporting companies no longer submit information about their U.S. person company applicants, and U.S. persons who obtained a FinCEN identifier no longer have to update the information they gave FinCEN to get it.2
The same announcement addressed the information already filed. FinCEN said it “will delete previously reported information by U.S. persons” from its beneficial ownership database.1 The final rule adds detail:2
- FinCEN expects to rely on previously filed reports to identify domestic reporting companies, company applicants and beneficial owners, and to delete information about individuals who reported an identifying document it reasonably believes was provided by a U.S. person, such as a U.S. passport or driver’s license.
- It anticipates working with the National Archives and Records Administration on the process.
- It intends to complete the deletion once, in a single sweep, rather than as a recurring process.
- It does not intend to acknowledge or confirm deletion to individual filers, and it will post a notice on its website when the process is complete.
- If information about a U.S. company or U.S. person is included in a filing made after February 10, 2027, FinCEN does not anticipate deleting it.
Who still reports
The reporting obligation now rests on foreign entities. FinCEN describes a reporting company as an entity “formed under the law of a foreign country” that has registered to do business in any U.S. state or tribal jurisdiction by filing a document with a secretary of state or similar office.4 Under the final rule, “foreign entities that are reporting companies will still be required to report beneficial ownership information for foreign individuals.”1 A foreign reporting company whose beneficial owners are all U.S. persons must still file, but its report need not include beneficial ownership information about them.2 FinCEN estimated the remaining population of non-exempt reporting companies at approximately 28,000.2
For a buyer, the test is where the entity was created, not who owns it. FinCEN’s guidance says that all entities created in the United States, including those previously known as domestic reporting companies, and their beneficial owners are exempt.4 An aged Wyoming or Nevada corporation sold to a buyer abroad therefore has no federal beneficial ownership filing. A company formed in another country that registers in a US state does. The questions this raises for founders outside the United States are covered in non-resident founders.
Bank customer due diligence still applies at account opening
The end of CTA reporting did not end beneficial ownership questions at the bank. A separate rule, the customer due diligence rule at 31 CFR 1010.230, requires covered financial institutions to maintain written procedures to identify and verify the beneficial owners of legal entity customers.5 The institution must identify the beneficial owners of each legal entity customer “at the time a new account is opened,” and verify each one’s identity under risk-based procedures.5
The rule defines a beneficial owner in two parts: each individual who directly or indirectly owns 25 percent or more of the equity interests of the customer, and a single individual with significant responsibility to control, manage or direct it, such as a chief executive, managing member or president.5 FinCEN pointed to this continuing obligation in the final rule, saying that customer due diligence under the 2016 rule “significantly mitigates illicit finance risks posed by both domestic entities and foreign entities with U.S. person beneficial owners and company applicants.”2
This is where a shelf corporation’s new owner meets the question in practice. The bank asks who owns and controls the company now, and the certification is made by the person opening the account.5 An aged entity’s history does not change who that is. How banks and lenders treat a newly acquired entity more broadly is set out in business credit.
What a buyer of an aged entity should do today
AgedCorporations.com’s practical reading of the rules above comes down to five steps:
- Confirm where the entity was created. If it was formed by a filing with a US state, it is exempt from federal beneficial ownership reporting. If it was formed abroad and registered in a state, it is a reporting company and its foreign beneficial owners must be reported.
- Do not file a voluntary report for a US entity. The exemption means nothing is owed, and FinCEN has said it does not anticipate deleting U.S. person information included in filings made after February 10, 2027.2
- Ask the seller whether a report was filed in 2024 or 2025. If one was, it likely named the seller’s people, not yours, and FinCEN’s planned deletion covers U.S. persons’ information. Record the answer in the purchase file alongside the documents described in transfer mechanics.
- Be ready for the bank’s questions. Bring identification for every owner of 25 percent or more and for the person who controls the company, and answer as of the day you bought it.
- Ignore demands for payment to file. FinCEN warns that there is no fee to file beneficial ownership information directly with it and that it does not send correspondence requesting payment to file.4
None of this changes the disclosure principle that runs through this site: the purchase date, not the formation date, is what a buyer gives a bank or counterparty that asks about business history. The wider legal picture is on is it legal to buy a shelf corporation, and later rule changes will be logged in the enforcement tracker.
Questions readers ask
Does a shelf corporation have to file a beneficial ownership report?
Not if it was created by a filing with a US state. Since the March 26, 2025 interim final rule, and permanently under the final rule effective August 14, 2026, entities created in the United States are exempt from reporting beneficial ownership information to FinCEN. That is true however old the entity is and whoever buys it.
Does it matter if the buyer is not a US citizen?
Not for the federal filing. FinCEN states that all entities created in the United States and their beneficial owners are exempt, so the test is where the entity was created. A non-US buyer of a Wyoming or Delaware entity still faces the bank's own beneficial ownership questions at account opening, and tax filings that this page does not cover.
What happens to reports filed in 2024 by a previous owner?
FinCEN announced that it will delete previously reported information by U.S. persons, who are now exempt. The final rule says FinCEN intends to do this once, in a single sweep of the database, will not confirm deletions to individual filers, and will post a notice on its website when the process is complete.
Will my bank still ask who owns the company?
Yes. The customer due diligence rule, which is separate from the Corporate Transparency Act, requires covered financial institutions to identify the beneficial owners of a legal entity customer when a new account is opened and to verify their identity. Buying an aged entity does not change that step.