EU vs US Beneficial Ownership in 2026: A Widening Gap

Conventional wisdom says transparency rules only ever get tighter. In 2026 that is only half true. The EU is building the strictest beneficial-ownership regime it has ever had, while the US has just exempted more than 99% of its companies from reporting. If you run a transatlantic structure, these two currents pull in opposite directions.

Here is what actually changed on each side of the Atlantic, where your obligations really sit in a US-EU group, and how to plan around a gap that regulators themselves are worried about.

The US Rollback: FinCEN’s 2025 Interim Final Rule

For a few years, the Corporate Transparency Act looked like America’s answer to the EU registers: most companies would file beneficial-ownership information with FinCEN. Then, in March 2025, FinCEN issued an interim final rule that reversed the direction of travel. It exempted all US-formed entities and all US persons from beneficial-ownership information reporting, and it redefined a “reporting company” to mean only entities formed abroad and registered to do business in a US state.

The practical effect is stark. A Delaware or Wyoming LLC owned by Americans generally files nothing at the federal level, while a foreign company that registers in the same state remains a reporting company and still files. This is not a narrowing tweak; it is a wholesale exemption of the domestic corporate population. Now to the number that shows just how wholesale. Check the options of the USA company formation here.

However, the interim final rule exempts foreign reporting companies from having to report the BOI of any U.S. persons who are beneficial owners of the foreign reporting company and exempts U.S. persons from having to provide such information to any foreign reporting company for which they are a beneficial owner. FinCEN is accepting comments on this interim final rule. FinCEN will assess the exemptions, as appropriate, in light of those comments and intends to issue a final rule this year, as Department of the Treasury defines.

AMLR, AMLD6 and a 25%-or-More Threshold: the EU Changes

While Washington stepped back, Brussels stepped forward. The AML package — Regulation (EU) 2024/1624 (the AMLR), Directive (EU) 2024/1640 (AMLD6) and the new AMLA in Frankfurt — replaces a patchwork of national rules with one directly-applicable regime that applies from 10 July 2027. It sets a single beneficial-ownership threshold of 25% or more, reducible to as low as 15% in high-risk sectors, and a mandatory duty to document the full identification reasoning.

So the two systems are not merely different in degree; they now point in opposite directions. The US removed a reporting obligation from almost its entire domestic base, and the EU tightened its threshold, added a documentation duty, and centralised supervision under a new authority. Nevertheless, the divergence is not symmetrical for the person who owns both an American parent and a European subsidiary — which is exactly where planning gets interesting. If you’re seeking company formatio advice on European jurisdiction, contact usL we cover the most profitable and perspective countries for 2026.

The Non-Obvious Result — Where Your Obligations Now Sit in a US-EU Group

Picture a common structure: a US LLC that owns an EU operating company. Under the 2025 rule, the US LLC — if American-formed and American-owned — typically has no federal BO filing. But the EU subsidiary sits squarely inside the AMLR, which means the individual who ultimately owns and controls the group must be identified against the 25%-or-more test, documented, and recorded in an EU register accessible to authorities, obliged entities and legitimate-interest requesters.

The counterintuitive upshot is that your heaviest transparency obligation now lives on the European leg, not the American one. But that does not make the US side irrelevant. If any entity in the chain is foreign-formed and US-registered, it is still a reporting company; and the same beneficial owner disclosed in Europe is the person a US bank will diligence when the group opens accounts. The gap changes where you file, not whether your ownership is visible somewhere that matters.

Planning Pitfalls — The Gaps Regulators Themselves Are Worried About

The US exemption is not a settled, worry-free state of affairs, the government’s own auditor flagged it. The GAO, in report GAO-26-107967, found that the 2025 exemption eliminated more than 99% of the entities that previously had to report beneficial-ownership information, and warned Treasury to address the resulting gaps in ownership information. When the oversight body titles a report around “gaps in ownership information resulting from expanded exemptions,” that is a signal the rule may not be the final word.

For a founder, the planning lesson is to avoid building a structure that only works if the current US exemption stays exactly as it is. Meanwhile, the EU side is moving toward more disclosure, not less, so a transatlantic group should be designed to satisfy the stricter European standard and treat the US position as potentially temporary. To sum up, plan to the tighter regime, document ownership properly on the EU leg, and keep the US entities ready to report again if the exemption narrows.

FAQ

Did the US abolish beneficial-ownership reporting entirely?

No. FinCEN’s March 2025 interim final rule exempted US-formed entities and US persons, but foreign entities registered to do business in a US state remain reporting companies and still file.

How many companies did the US exemption remove from reporting?

According to the GAO (GAO-26-107967), the 2025 exemption eliminated more than 99% of the entities that previously had to report beneficial-ownership information.

Is the EU stricter than the US on beneficial ownership now?

Yes. The EU’s AMLR applies from 10 July 2027 with a 25%-or-more threshold (as low as 15% in high-risk sectors) and a documentation duty, while most US domestic companies no longer file at all.

In a US parent / EU subsidiary structure, who has to disclose ownership?

The EU subsidiary falls under the AMLR, so the ultimate beneficial owner must be identified, documented and registered in the EU. The US parent may have no federal filing if it is American-formed and owned.

Is the US exemption permanent?

It is not guaranteed to be. The GAO warned Treasury to address the ownership-information gaps the exemption created, so the rule may be revised. This is a sensitive area where the legal position can shift; treat current relief as potentially temporary.

Conclusion

The 2026 picture inverts the old assumption: the US loosened beneficial-ownership reporting to the point that more than 99% of its companies no longer file, while the EU built its strictest regime yet under the AMLR. For a transatlantic group, the heavier obligation now sits on the European leg, the US position may not last, and the GAO has already flagged the gaps. Plan to the tighter European standard, document ownership where it counts, and keep the US entities ready to report again. Get the direction of the current right, and you plan with it rather than against it.

Running a US-EU structure and unsure where your disclosure obligations actually land? Send us the shape of the group — the parent, the subsidiaries, and where they are formed — on Telegram or WhatsApp, and we will map each entity to the correct regime so you are compliant on both sides of a widening gap.