Treasury Kills Shell-Company Ownership Rule, Wipes Database
Treasury Kills Shell-Company Ownership Rule, Wipes Database
The News
The Treasury Department's Financial Crimes Enforcement Network has permanently rescinded the requirement that U.S. companies report who actually owns and controls them — and it will wipe the ownership data it already collected.
FinCEN announced the final rule on Tuesday. Under it, only foreign reporting companies and foreign individuals still have to disclose beneficial ownership. American-formed entities are out.
Treasury Secretary Scott Bessent framed it as relief for small business. Anti-corruption groups and prosecutors say it hands anonymous shell companies back to cartels, traffickers and fraudsters.
What the Rule Removed
"Beneficial ownership" is the disclosure of the real human beings who control and profit from a company registered under a different name. The Corporate Transparency Act created a private federal registry of that information, accessible to federal officials and investigators.
The final rule ends that reporting obligation for U.S. companies and U.S. persons, and — as The Center Square and The Atlantic both report — deletes nearly all previously reported information from the database.
Treasury argued in the rule that "there are alternative sources of information to mitigate the risks posed by domestic entities," and said narrowing the requirement "reflects Treasury's focus on ensuring a targeted, risk-based approach to the collection of beneficial ownership information," treating foreign actors as the higher risk.
Timeline
Congress passes the bipartisan Corporate Transparency Act over President Trump's veto, requiring companies to disclose their owners.
The Corporate Transparency Act takes effect and the ownership registry begins collecting data.
FinCEN announces the final rule permanently ending beneficial-ownership reporting for millions of U.S. companies; Bessent announces it the same day.
Prosecutors' groups, transparency organizations and critics publish objections; Treasury defends the rule against claims it is unlawful.
Reactions
"Today's action is a victory for common sense and American small businesses," Bessent said. "President Trump promised to cut red tape, and this final rule delivers. Treasury is eliminating a burdensome reporting requirement for millions of law-abiding business owners without compromising our national security."
Scott Greytak, executive deputy director of Transparency International U.S., said the opposite: "The United States Treasury has taken a step that enables criminals to continue financing and profiting from their crimes by using anonymous companies formed in the United States as their 'getaway vehicles.'"
Greytak said the rule exempts "more than 99 percent of U.S. companies" from the Corporate Transparency Act and frustrates law enforcement's ability to investigate cartel finances "at the precise moment when the Trump Administration claims to be exerting maximum pressure in the fight against fentanyl." He pointed to the Zheng drug-trafficking case, in which federal prosecutors documented front companies in Massachusetts used to receive, repackage and redistribute fentanyl and other synthetic drugs.
The National District Attorneys Association also opposes the change. Executive director Nelson Bunn said it will "significantly hinder…prosecutors' ability to identify the bad actors from legitimate businesses when investigating U.S. shell companies used by transnational cartels, human traffickers, and cyberscammers."
Writing in The Atlantic, author Casey Michel argued the move "effectively undoes years of progress in curbing devious financial networks" and reopens the U.S. as a haven for hidden money, including untraceable spending in American elections. That is commentary, not a finding.
The Legal Fight
The Financial Accountability and Corporate Transparency (FACT) Coalition and other opponents argue the repeal is unconstitutional because the Corporate Transparency Act is still on the books — an agency, they say, cannot rule away a statute.
Treasury rejects that. It says "disagreements over the specifics of executive branch implementation" of the law "are not evidence of unconstitutional behavior."
What's Next
Republicans in Congress are working on legislation to formally repeal the Corporate Transparency Act, according to The Atlantic — which would stop a future administration from restarting the database by rule.
Watch for a court challenge from transparency groups on the statutory-authority question, and for whether the data deletion is completed before any judge can freeze it.
More
Suggested reader poll: Should the federal government know who really owns an American company?
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