FinCEN Beneficial Ownership Reporting for Cross-Border Structures

The issue

Between 2024 and 2026 the Corporate Transparency Act went from a regime covering almost every company formed in a US state to one that reaches only foreign companies registered in a state. A common conclusion is that beneficial ownership disclosure no longer concerns private wealth structures. For cross-border families that conclusion is wrong. The entities that still report are the foreign holding companies, blockers and trust companies that register in a state, and the persons they report are the foreign settlors, trustees, protectors and owners above them.

Who the guide is for

US attorneys, accountants and enrolled agents, trust officers, family office staff and the foreign advisors of families whose structures include a foreign entity registered in a state, a domestic LLC owned from abroad, a trust above a holding company, or a private trust company.

What the final rule requires

A foreign reporting company files its names, address, jurisdictions and taxpayer identification number, and for each beneficial owner and company applicant who is not a US person, the individual’s identifying details and an image of an identity document. A beneficial owner is any individual who exercises substantial control or owns or controls at least 25 percent of the ownership interests. Substantial control does not depend on ownership and reaches senior officers, protectors, appointors and holders of veto or consent rights. Willful violations are subject to civil penalties of up to USD 606 a day and to criminal penalties of up to USD 10,000 and two years in prison. FinCEN has committed to deleting the information already filed on US persons and domestic companies, except information contained in filings made after February 10, 2027.

Trusts, blockers and private trust companies

Where a trust owns an interest in a registered company, the interest is attributed to the trustee or any other individual empowered to dispose of trust assets, to a beneficiary who is the only person who can receive income and principal or who can demand substantially all of the trust assets, and to a settlor who can revoke the trust. A discretionary beneficiary without a withdrawal right is not reported unless a consent power brings that beneficiary within substantial control. An heir holding nothing more than a future interest by inheritance is not reported, and after an owner’s death the 30-day period for the update runs from the settlement of the estate. A domestic private trust company is now exempt; a foreign one registered in a state is not. For a foreign blocker, registration in a state is the act that creates the filing obligation.

The regimes the rule leaves in place

Banks and brokers must still identify, for each legal entity customer, every individual with 25 percent or more of its equity and one individual who controls it, and they treat the trustee as the owner where a trust holds the equity. Under New York’s act, LLCs organized under a foreign country’s law and authorized to do business in New York before 2026 must file by December 31, 2026. FinCEN’s residential real estate rule took effect on March 1, 2026 and was vacated nationwide on March 19, 2026, with appeals pending as of September 2026. Form 5472 reports the foreign owner of a foreign-owned disregarded LLC to the IRS, and under the Common Reporting Standard, to which the United States is not a party, banks abroad report the controlling persons of a US entity’s accounts with them to the family’s home country.

The questions the guide answers

• Which entities must still file a beneficial ownership report with FinCEN, and by when?
• How are the settlors, trustees, protectors and beneficiaries of a trust above a registered company identified?
• When does a foreign blocker or holding company become a reporting company, and how is that avoided?
• What does the final rule mean for domestic and foreign private trust companies?
• Which questions remained open in the courts and in Congress as of September 2026?
• How does the customer due diligence rule differ from the reporting rule, particularly for trusts?
• What do New York’s act, the vacated real estate rule, Form 5472, FATCA and the Common Reporting Standard still require or disclose?

The firm reviews beneficial ownership positions as part of its structuring and fiduciary work for international families and their US subsidiaries: the registration footprint of each foreign entity, the trust attribution and US person analysis, the filings and their updates, and the parallel duties under Form 5472 and the customer due diligence rule. Where reporting in the family’s home country is in question, the firm works with the client’s own advisors there.