The beneficial ownership of US LLCs has undergone a substantial change following the decision by the Financial Crimes Enforcement Network —FinCEN— to permanently eliminate the obligation for companies incorporated in the United States and for US citizens and residents to report their beneficial ownership information.
On August 11, 2026, FinCEN, a unit of the U.S. Department of the Treasury, approved the final rule. The rule was published in the Federal Register on August 14, 2026 , and took effect immediately.
The reform affects the beneficial ownership information (BOI) regime developed under the Corporate Transparency Act, but its scope must be precisely defined. Eliminating this federal obligation for US entities does not imply the disappearance of beneficial ownership identification requirements that may be applicable in Spain and the European Union.
From its practice of tax law and international tax planning, Resitax analyzes US structures with connections to Spain and coordinates their treatment with collaborators in the United States, integrating the tax, corporate and beneficial ownership implications within a joint analysis.
Regulatory summary
The final rule approved by FinCEN on August 11, 2026, exempts entities incorporated under U.S. law from the federal requirement to report beneficial ownership information. This obligation remains in place for certain foreign reporting companies. The reform does not change the beneficial ownership identification obligations applicable in Spain and the European Union. Regulation (EU) 2024/1624, generally applicable from July 10, 2027, also includes specific obligations for certain entities incorporated outside the Union.
The reform of the Corporate Transparency Act
The Corporate Transparency Act was passed in January 2021 with the stated purpose of ending anonymous corporations, understood in this context as corporations formed without a known owner, particularly in jurisdictions such as Delaware, Wyoming or New Mexico.
Between 2024 and 2025, the application of the rule was suspended as a result of successive judicial rulings.
On March 2, 2025, the Treasury Department announced that it would not enforce compliance.
Subsequently, on March 26, 2025, an interim rule exempted U.S. national entities.
The final rule approved in August 2026 consolidates this exemption.
The reform does not formally repeal the Corporate Transparency Act, but substantially reduces its subjective scope of application.
Scope of the elimination of the federal registry of beneficial ownership
Entities incorporated under the law of any state of the United States are fully exempt.
The exemption includes limited liability companies —LLC— and corporations, regardless of their size and the nationality of their partners.
FinCEN has also announced a one-time cleanup of its database aimed at removing previously reported information about U.S. persons.
Likewise, individuals who have obtained a FinCEN ID are not required to keep it updated.
The elimination of this federal requirement significantly alters the U.S. framework for beneficial ownership, although it does not eliminate other identification obligations that may arise from financial, state, or international regulations.
Obligations that remain for foreign reporting companies
The obligation to provide information on beneficial ownership remains only for so-called foreign reporting companies.
These are entities incorporated outside the United States that register to operate in a U.S. state or tribal territory.
The regulator itself estimates that this regime affects approximately twenty thousand entities.
These companies must declare:
- your identifying information;
- and information about their actual non-American holders.
The established deadline is thirty days from the registration.
Information relating to holders or applicants who are U.S. persons should not be declared.
The Customer Due Diligence Rule remains in effect
The FinCEN reform does not modify the Customer Due Diligence Rule.
Financial institutions are still required to identify the beneficial owner of their customers at the time of opening an account.
The elimination of certain reporting obligations to the federal registry does not, therefore, equate to a general disappearance of the mechanisms for identifying the beneficial owner.
The opacity resulting from the reform occurs with respect to the federal registry, not necessarily with respect to financial entities.
State registries and regulatory fragmentation
The withdrawal of the federal requirement has not occurred uniformly across the US system.
The New York LLC Transparency Act came into effect on January 1, 2026 .
The rule requires limited liability companies incorporated outside the United States and authorized to operate in the State of New York to submit a declaration of beneficial ownership or, where applicable, a certificate of exemption.
Entities that were already authorized as of January 1, 2026 have until December 31, 2026.
Those authorized subsequently have a period of thirty days from the date of application.
The result is a fragmented framework in which the disappearance of certain federal obligations can coexist with specific state requirements.
The analysis of a US structure cannot, therefore, be limited exclusively to federal regulations.
The beneficial ownership of a US LLC in Spain
The issue takes on a different dimension when the LLC maintains legal, economic or tax ties with Spain.
Law 10/2010, of April 28, on the prevention of money laundering and the financing of terrorism, maintains the obligations of identification of the beneficial owner by the obliged subjects.
These include the notary, the financial institution, and the advisor.
The Central Register of Beneficial Ownership, operational since 2023, centralizes this information.
None of these obligations are modified by the decision adopted by FinCEN.
The US exemption does not therefore prevent the ownership and control structure of an LLC from having to be identified in Spain when Spanish regulations are applicable.
Regulation (EU) 2024/1624 and beneficial ownership
The most far-reaching change at the European level comes from Regulation (EU) 2024/1624, generally applicable from 10 July 2027.
Article 51 defines as beneficial owner who, directly or indirectly, holds a stake in the ownership or control of the entity.
Article 52 establishes a general threshold of 25% of shares, voting rights or other participation.
Indirect ownership must be calculated by multiplying the existing shares through the intermediate chains.
The Regulation also allows for the establishment of a reduced threshold, up to 15%, for categories of entities that the Commission identifies as being of higher risk.
Obligations of entities established outside the European Union
Article 67 of Regulation (EU) 2024/1624 is of particular relevance .
The provision obliges certain legal entities established outside the European Union to submit their information on beneficial ownership to the central register of a Member State in four cases:
- when they enter into a business relationship with an obligated entity in situations of medium-high or high risk;
- when they acquire real estate in the Union, directly or through intermediaries;
- when they acquire from a merchant, in an occasional transaction and for non-commercial purposes, vehicles for a minimum amount of 250,000 euros or boats and aircraft for a minimum amount of 7,500,000 euros;
- when they are awarded a public contract or a concession.
The presentation must take place in advance: before the start of the business relationship, the completion of the purchase, or the signing of the contract.
Any subsequent modification must be communicated within twenty-eight calendar days.
Transitional regime for existing properties in the European Union
Article 67.7 incorporates a transitional rule of particular practical relevance.
Foreign entities that already own real estate in the Union as of July 10, 2027, must submit the corresponding information on beneficial ownership no later than January 10, 2028 .
Entities that acquired the property before January 1, 2014, without prejudice to the fact that Member States may bring forward that date depending on the risk.
These rules are especially important for US LLCs used as real estate investment vehicles in Spain.
Scenario A. LLC owns real estate in Spain
A first situation is that of a Delaware or Wyoming LLC that owns a property in Spain.
Following the FinCEN reform, that LLC may cease to be listed on a U.S. federal beneficial ownership registry.
However, this circumstance does not eliminate the obligations that are applicable in Spain and in the European Union.
When the future acquisition falls within Article 67 of Regulation (EU) 2024/1624, the entity must submit the corresponding information on beneficial ownership before completing the transaction.
In the case of entities that already own certain properties when the Regulation is applicable, the transitional regime must be observed and, where appropriate, the deadline of 10 January 2028.
These obligations are in addition to those that Spanish law already required previously.
These include:
- the declaration of actual ownership before the authorizing notary;
- the identification by the financial entity involved in the payment;
- and the due diligence obligations of the obligated parties.
The disappearance of the U.S. federal registry does not eliminate any of these controls.
In practice, it increases the importance of having sufficient corporate documentation to prove the chain of ownership and control of the LLC.
Scenario B. LLC with no assets in the Union with a partner resident in Spain
A second scenario is that of a US LLC with no real estate or establishment in Europe, but whose partner is tax resident in Spain.
This structure is common among professionals, digital entrepreneurs, and investors operating outside the European Union.
The absence of assets in Europe does not necessarily imply the absence of identification obligations.
In matters of money laundering prevention, Article 67.1.a) of Regulation (EU) 2024/1624 triggers the registration obligation when an entity from a third country enters into a business relationship with an obliged entity in situations associated with medium-high or high risk according to the national or Union assessment.
Regardless of whether that budget is met, the Spanish obligated entity must identify and retain information relating to the beneficial ownership of its client in accordance with Law 10/2010.
The absence of assets in the Union does not, therefore, equate to an absence of identification.
Tax treatment of an LLC owned by a tax resident in Spain
Beyond the obligations regarding beneficial ownership, an LLC owned by a tax resident in Spain raises specifically tax-related issues.
The first is the entity's tax rating.
Article 87 of Law 35/2006 on Personal Income Tax considers entities under the income attribution regime to be those established abroad whose legal nature is identical or analogous to that of Spanish entities.
The tax treatment of an LLC does not, therefore, depend exclusively on the name it receives in its State of incorporation.
Its specific configuration must be analyzed to determine whether the income is directly attributed to the partner or whether the entity is considered an opaque company whose distribution is taxed as a dividend.
Tax residence of an LLC managed from Spain
The second issue is the residence of the entity itself.
According to Article 8.1.c) of Law 27/2014 on Corporate Income Tax, a company with its effective management headquarters in Spanish territory may be considered a tax resident in Spain.
The seat of effective management is located where the management and control of all the entity's activities reside.
Therefore, a company formally incorporated in Wyoming may raise a question of Spanish tax residency when the effective management and control of its activities are carried out from Spain, even if it does not have assets in European territory.
International tax transparency and reporting obligations
The third issue is the possible application of the international tax transparency regime when the entity obtains certain passive income subject to low taxation.
The fourth issue is of a formal nature, but may have relevant sanctioning consequences: compliance with information obligations on assets and rights located abroad and on foreign investments.
These obligations are independent of the modification of the U.S. federal register.
The exemption from the BOI obligation does not in itself modify the tax treatment that corresponds in Spain to the entity or its partner.
United States, CRS and FATCA
The issue of beneficial ownership must be distinguished from the international exchange of information.
The United States does not participate in the OECD's Common Reporting Standard (CRS), and the reciprocity derived from the FATCA agreements has a limited scope.
The disappearance of the U.S. federal registry can be interpreted as an increase in opacity from the perspective of the U.S. registry.
However, this situation does not eliminate the obligations of a tax resident in Spain.
The absence of information in a US registry does not make a structure invisible to the Spanish tax authorities when there is an obligation to identify, declare or tax it.
Regulatory divergence between the United States and the European Union
The US reform highlights a growing difference between the two regulatory models.
While the United States is substantially reducing the scope of the federal beneficial ownership registry, the European Union is extending identification obligations to certain entities incorporated in third countries.
This divergence is especially relevant for US structures that:
- They own real estate in Spain or in other Member States;
- carry out certain operations within the Union;
- They establish relationships with European obligated entities;
- are owned by tax residents in Spain;
- or are effectively directed from Spanish territory.
In these cases, the legal and tax analysis cannot be carried out exclusively from the perspective of US law.
Review of US structures with connections to Spain
The coexistence of different regimes makes it especially relevant to review in a coordinated manner the US structures that maintain a connection with Spain.
The elements that must be analyzed include:
- the entity's ownership chain;
- the percentage of participation of each partner;
- the documentation proving ownership and control;
- the place from which the entity's decisions are made;
- the existence of assets or legal relationships within the European Union;
- the tax rating of the LLC;
- and the tax and reporting obligations applicable to the entity and its partners.
The date of 10 July 2027, planned for the general application of Regulation (EU) 2024/1624, also constitutes a relevant time reference for third country entities within its scope.
For entities that already own real estate in the Union, the transitional arrangements and the date of 10 January 2028 where applicable.
Frequently Asked Questions about Beneficial Ownership of US LLCs
Do LLCs incorporated in the United States still need to report their beneficial ownership to FinCEN?
The final rule approved by FinCEN on August 11, 2026, exempts entities incorporated under U.S. law from the federal obligation to file BOI information.
The Corporate Transparency Act has not been formally repealed, but its subjective scope of application has been substantially reduced.
Does the FinCEN reform eliminate the obligations of an LLC in Spain?
No.
Spanish and European obligations to identify the beneficial owner are independent of the US federal regime.
The modification adopted by FinCEN does not alter the obligations provided for by Law 10/2010 nor those that are applicable under the new European framework.
Does an LLC that owns a property in Spain have to identify its beneficial owner?
Spanish regulations already include obligations to identify the beneficial owner in certain transactions.
Furthermore, Article 67 of Regulation (EU) 2024/1624 establishes specific obligations for certain entities incorporated outside the Union that acquire real estate in European territory.
What happens to LLCs that already own real estate in the European Union?
Article 67.7 of Regulation (EU) 2024/1624 states that foreign entities that already own property in the Union as of 10 July 2027 must submit their beneficial ownership information by 10 January 2028.
Those who acquired the property before January 1, 2014, without prejudice to the fact that Member States may bring forward this date depending on the risk.
Is an LLC with no assets in Europe exempt from Spanish obligations?
Not necessarily.
The existence of a partner resident for tax purposes in Spain, relationships with Spanish or European obligated entities, or the effective management of the entity from Spain may generate legal and tax consequences regardless of the formal location of the assets.
How is the tax treatment of an LLC determined in Spain?
The classification of the LLC requires analyzing its specific legal configuration.
Article 87 of Law 35/2006 on Personal Income Tax (IRPF) addresses the treatment of foreign entities whose legal nature is identical or analogous to that of Spanish entities under the income attribution regime.
Therefore, the formal designation of LLC does not by itself determine its tax treatment in Spain.
Can a US-incorporated LLC be a tax resident in Spain?
This question can be raised when the criterion established by article 8.1.c) of Law 27/2014 on Corporate Income Tax.
The existence of an effective management headquarters in Spain may determine the Spanish tax residence of an entity formally incorporated in the United States.
What is the significance of July 10, 2027?
Regulation (EU) 2024/1624 will be generally applicable from 10 July 2027.
Among its provisions are new obligations relating to the identification and registration of the beneficial ownership of certain entities established outside the European Union.
Resitax LLC experts in Spain
The US reform of August 2026 substantially modifies the federal beneficial ownership regime for US LLCs, but its scope must be interpreted within a broader international framework.
The elimination of the BOI obligation for companies incorporated in the United States does not eliminate the beneficial ownership identification obligations applicable in Spain nor the new requirements provided for by European law.
For an LLC linked to Spain, the analysis must consider both the beneficial ownership and the tax treatment of the structure.
The involvement of a tax resident in Spain, the possible effective management of the entity from Spanish territory, the existence of real estate assets in the Union or relationships with European obligated entities may generate obligations independent of those that exist in the United States.
The evolution of regulations on both sides of the Atlantic makes it especially relevant that international structures be analyzed from a coordinated perspective.
Analysis of US structures in Resitax
Resitax coordinates the analysis of US structures with its collaborators in the United States and integrates it into Spanish tax and inheritance planning, preventing the structure from being examined through two independent and disconnected advisory services.
This analysis includes a review of the ownership chain, the legal and tax configuration of the LLC, the place of effective management, the obligations to identify the beneficial owner, and the consequences associated with the existence of assets or economic relationships in Spain and in the European Union.
Coordination between both jurisdictions allows the structure to be assessed from a unified perspective and the obligations applicable in each case to be determined.
Resitail — International Tax Law and Tax Planning.
This article is for informational purposes only and does not constitute legal or tax advice. Its content reflects the regulations in force at the time of publication.