Beneficial Ownership Reporting Thresholds: The 2026 Global Comparison

Beneficial ownership reporting thresholds do not refer to one rule. They refer to at least four distinct regulatory regimes, each with a different percentage, a different definition of "beneficial owner," a different regulator, and a different policy purpose. Conflating them is the most expensive compliance mistake a multinational can make right now.

The confusion is worse in 2026 because FinCEN issued a final rule on August 11, 2026 that permanently removes BOI reporting obligations for all U.S. domestic companies. That headline is real. The implication that "BOI compliance is over" is not.

Key takeaway: The August 2026 FinCEN final rule exempts U.S. domestic entities permanently. Foreign entities registered to do business in the U.S. still have live CTA obligations. And the SEC's Schedule 13D/13G regime, with its separate 5% threshold, is entirely unaffected.

The 2026 Threshold Comparison Table

Before diving into each regime, here is the full picture side by side.

Three of these regimes share the word "beneficial ownership." None of them share a definition.

What the August 2026 FinCEN Final Rule Actually Changed

The short answer: U.S. domestic companies are permanently out. Foreign entities registered in the U.S. are still in, with a narrower reporting scope.

FinCEN's final rule (91 FR 52508, effective August 14, 2026) rewrites the definition of "reporting company" to cover only entities formed under the law of a foreign country that have registered to do business in a U.S. state or tribal jurisdiction by filing with a secretary of state or similar office. Every U.S.-formed entity, regardless of who owns it, is categorically exempt.

The rule also adds two significant carve-outs for remaining foreign reporting companies:

• No U.S.-person beneficial owners need to be reported. A foreign entity with only U.S.-person beneficial owners has no BOI filing obligation at all.
• U.S.-person company applicants are also exempt. Foreign reporting companies need not report U.S.-person company applicant information either.

This dual exemption is the part most coverage misses. A Cayman Islands holding company registered in Delaware, owned entirely by U.S. persons, owes nothing under the CTA. The same Cayman entity with a non-U.S.-person beneficial owner owes a report for that individual.

What About Previously Filed BOI Data?

According to McDermott Will & Emery's analysis of the final rule, FinCEN intends to delete information it reasonably believes relates to U.S. persons or domestic entities, based on the type of identifying document reported (a U.S. passport or state-issued driver's license, for example). FinCEN will not provide case-by-case confirmation of deletion but will post notice on its website once the process is complete.

Two practical points compliance teams need to know:

1. No action required. U.S. persons who previously obtained FinCEN identifiers are not required to update or correct previously submitted information.
2. The cleanup window closes. BOI included in filings made more than 180 days after August 14, 2026 (approximately February 2027) is not expected to be deleted. Any new filings after that window will be treated as permanent.

What About the CTA Repeal Bills?

Congress introduced S. 4419 (April 2026) and H.R. 425, the "Repealing Big Brother Overreach Act" (January 2025), both aimed at scaling back or repealing CTA obligations. As of the Squire Patton Boggs analysis, neither bill had passed. The August 2026 final rule has already accomplished most of what those bills sought for domestic entities, so their legislative urgency has diminished. They remain pending but are unlikely to change the practical compliance picture materially.

Which Foreign Entities Still Have CTA Obligations?

The reporting obligation turns on where the entity is organized AND whether it is registered to do business in the U.S., not on its ultimate ownership.

A domestic U.S. subsidiary of a foreign parent is not a reporting company even if wholly foreign-owned. The foreign parent itself is not a reporting company unless it has separately registered to do business in a U.S. state.

Squire Patton Boggs flags that family offices and private wealth structures should not assume a U.S. subsidiary automatically eliminates CTA exposure. Foreign parent entities must separately evaluate whether their U.S. activities require state-level registration, which would bring the foreign entity itself within the CTA's scope.

Structures that can still trigger CTA reporting obligations post-August 2026 include:

• A Cayman Islands holding company registered in Delaware to manage U.S. real estate investments
• A Luxembourg investment vehicle registered to conduct business activities in the U.S.
• A UAE family office management company that establishes a U.S. office and registers in Florida
• A foreign operating company owned by a family trust that registers in Texas

In each case, the question is whether the foreign entity itself filed a registration document with a U.S. secretary of state. If yes, and if it has non-U.S.-person beneficial owners, it must report.

The 25% Threshold and the "Substantial Control" Catch-All

For foreign reporting companies that remain in scope, the operative threshold is 25% of ownership interests. But the 25% figure is only half the analysis.

The CTA's second prong, "substantial control," has no percentage floor. Per the original CTA reporting rule, a beneficial owner is any individual who directly or indirectly owns or controls at least 25% of the ownership interests OR exercises substantial control over a reporting company. An individual with 1% ownership who effectively controls management decisions is a beneficial owner under the substantial control prong.

Substantial control includes serving as a senior officer, having authority to appoint or remove senior officers or board members, or making important decisions about the company's business, finances, or structure. For foreign pooled investment vehicles, the final rule requires reporting of one individual with substantial control who is not a U.S. person. If multiple non-U.S. persons have substantial control, the entity reports the individual with the greatest authority over strategic management.

The SEC Regime: A Completely Different Animal

The SEC's beneficial ownership reporting framework operates on different thresholds, a different definition, and a different policy purpose than the CTA. They can apply to the same entity simultaneously.

For a full walkthrough of the mechanics, see our guides on switching from 13G to 13D and Schedule 13D and 13G filing requirements. The threshold comparison is what matters here.

Schedule 13D / 13G: The 5% Trigger

Under Exchange Act Section 13(d) and 13(g), any person who acquires more than 5% of a class of registered equity securities must file a beneficial ownership report on Schedule 13D or 13G. The SEC's definition of "beneficial owner" under Rule 13d-3 covers any person with voting or investment power over the securities, regardless of record ownership.

This threshold is entirely separate from the CTA. A foreign entity that registers in the U.S. and acquires more than 5% of a public company's shares faces both a FinCEN BOI obligation (as a foreign reporting company) and an SEC Schedule 13D/13G obligation, with different definitions of "beneficial owner," different filing timelines, and different regulators. No single article in the current SERP maps this overlap clearly.

Section 16: The 10% Insider Threshold

Section 16 of the Exchange Act applies to directors, officers, and shareholders who own more than 10% of a class of registered equity securities. These insiders must report transactions on Forms 3, 4, or 5, with most transactions due within two business days. Section 16 also establishes short-swing profit recovery and prohibits insider short selling.

For the derivative securities dimension of Section 16 reporting, see our Section 16 Reporting for Derivative Securities walkthrough.

International Thresholds: Where the Patchwork Gets Complicated

Germany: 25% with a Critical Trap

Germany's Transparenzregister requires disclosure of any natural person who directly or indirectly holds more than 25% of share capital, controls more than 25% of voting rights, or exercises comparable control (such as serving as a general partner or holding veto rights). The Transparenzregister became a full standalone register as of August 1, 2021 under the Transparenzregister- und Finanzinformationsgesetz (TraFinG), implementing the EU's 5th Anti-Money Laundering Directive.

The trap that catches U.S. multinationals: as EY Law explains, if no natural person meets the 25% threshold, the company must declare a "fictitious" or "presumed" beneficial owner. Specifically, the members of the management bodies (directors, board members) must be reported. Any changes in these positions must be reported to the Transparenzregister without delay.

The obligation does not disappear when ownership is dispersed. A widely-held German subsidiary of a U.S. multinational with no single shareholder above 25% still has a Transparenzregister filing obligation, and it falls on management.

Germany also requires reporting of beneficial ownership of real estate, including ownership through share ownership in a company, unless the entity is registered in another EU member state's UBO register.

South Africa: The World's Most Aggressive Threshold

South Africa's CIPC requires registration of any individual who directly or indirectly ultimately owns 5% or more of a company or exercises effective control. This 5% threshold is the most aggressive among the jurisdictions surveyed and sits well below the FATF/EU norm of 25%.

The CIPC mandate stems from amendments to the Companies Act 71 of 2008, promulgated May 24, 2023, linked to South Africa's AML/CTF obligations under the General Laws (Anti-Money Laundering and Combating Terrorism Financing) Amendment Act 22 of 2022. Entities incorporated before May 24, 2023 must file their Securities Register or Beneficial Interest Register as part of their Annual Returns filing process from that date onward. Non-compliance constitutes an offense under the Companies Act and may result in a compliance notice and administrative penalty.

For CFOs and compliance teams at companies with South African operations, the 5% threshold means a much wider population of shareholders qualifies as beneficial owners than in any other major jurisdiction. A shareholder who is comfortably below the German or EU 25% threshold may be a reportable beneficial owner in South Africa.

Isle of Man: Updated July 2026

The Isle of Man updated its beneficial ownership regime as of July 2026. A beneficial owner is now registrable where they ultimately own or control 25% or more of a legal entity through shares or voting rights, aligning the Isle of Man with the FATF/EU standard. Compliance teams with Isle of Man structures should confirm their registrations reflect this update.

EU Framework: 25% as the Baseline, With Tightening Ahead

The EU's 4th and 5th Anti-Money Laundering Directives established 25% as the standard UBO threshold across member states, with the 5th AMLD requiring publicly accessible UBO registers. Germany's TraFinG implemented this into national law. The EU is advancing its 6th AMLD and a new AML Regulation (AMLR) that will further harmonize UBO thresholds and access rules across the bloc. Compliance teams with EU operations should track the AMLR's implementation timeline, as it may tighten thresholds or expand the definition of control in ways that affect current structures.

The FATF Dimension: A Risk the Rollback Creates

The CTA was enacted in 2021 partly in response to FATF criticism that the U.S. lacked timely access to beneficial ownership information, a recognized weakness in the U.S. AML framework. The August 2026 rollback of domestic reporting may renew that scrutiny. U.S. financial institutions with correspondent banking relationships in FATF-compliant jurisdictions should monitor whether a downgrade in the U.S. mutual evaluation follows, as that would carry material implications for cross-border transaction flows.

What Still Applies: A Compliance Checklist

Use this to triage your entity's obligations after August 2026.

U.S. domestic entities (corporations, LLCs, etc. formed by filing with a U.S. secretary of state):

• No CTA/FinCEN BOI obligation. Permanently exempt.
• SEC Schedule 13D/13G applies if you acquire more than 5% of a public company's registered equity.
• SEC Section 16 applies if directors, officers, or shareholders cross 10%.

Foreign entities NOT registered to do business in the U.S.:

• No CTA/FinCEN obligation, even with U.S. investments or U.S.-person owners.
• Evaluate home-country UBO register obligations (Germany 25%, South Africa 5%, Isle of Man 25%, EU 25%).

Foreign entities registered to do business in the U.S.:

• CTA/FinCEN BOI obligation applies for non-U.S.-person beneficial owners at 25% or substantial control.
• U.S.-person beneficial owners and company applicants are exempt from reporting.
• Update obligations: changes in beneficial ownership require an updated BOI report within 30 days.
• SEC Schedule 13D/13G applies separately if the entity holds more than 5% of a public company's registered equity.

U.S. multinationals with foreign subsidiaries:

• German subsidiaries: Transparenzregister at 25%, fictitious beneficial owner rule if no natural person clears 25%.
• South African subsidiaries: CIPC at 5%, filed through Annual Returns process.
• Isle of Man structures: 25% threshold, updated July 2026.

FAQ: Beneficial Ownership Reporting Thresholds

Does the August 2026 FinCEN final rule mean my U.S. company no longer has to file a BOI report? Yes, permanently. FinCEN's final rule (91 FR 52508), effective August 14, 2026, categorically exempts all U.S. domestic entities. No further action is required.

Is the beneficial ownership threshold 25%, 10%, or 5%? It depends entirely on the regime. FinCEN/CTA uses 25% (plus a threshold-free substantial control prong). The SEC uses 5% for Schedule 13D/13G and 10% for Section 16. South Africa uses 5%. Germany, the EU, and the Isle of Man use 25%.

If I own a Cayman Islands holding company registered in Delaware, do I still have to report under the CTA? Yes, if the Cayman entity itself registered in Delaware by filing with the secretary of state. The reporting obligation turns on the foreign entity's own registration, not the ownership structure above it. If the entity has non-U.S.-person beneficial owners at 25% or with substantial control, those individuals must be reported.

What is the difference between the FinCEN/CTA definition and the SEC's Schedule 13D/13G definition of beneficial owner? They share a name and little else. FinCEN's CTA definition covers natural persons with 25%+ ownership interests or substantial control over a reporting company. The SEC's Rule 13d-3 definition covers any person with voting or investment power over registered equity securities, with a 5% threshold. Different regulators, different thresholds, different policy purposes, and both can apply to the same entity simultaneously.

Does substantial control under the CTA have a percentage threshold? No. Substantial control is qualitative, not quantitative. A person with 1% ownership who serves as a senior officer, controls key decisions, or has authority to appoint or remove board members is a beneficial owner under the substantial control prong. For foreign reporting companies still subject to the CTA, this is the most practically important and most misunderstood element of the threshold analysis.

What happens in Germany if no natural person owns more than 25%? The obligation does not disappear. Under EY Law's analysis of the Transparenzregister, the company must declare a "fictitious" beneficial owner: the members of the management bodies (directors, board members). Changes in these positions must be reported without delay. This is a significant compliance trap for U.S. multinationals with German subsidiaries in widely-held structures.