Congress ordered 32 million companies to name their owners. A rule kept 11,667.

The finding, in one paragraph: the United States' answer to anonymous shell companies — a statute a decade in the making, enacted over a presidential veto in the last hours of the 116th Congress — is currently in effect for approximately no one.▸ The law defines a reporting company as any corporation or LLC created by a filing with a secretary of state, foreign or domestic. The regulation implementing it, rewritten in March 2025 as an "interim final rule" effective immediately and without notice-and-comment, defines a reporting company as foreign-formed entities only. FinCEN's own paperwork analysis counts what is left: 11,667 filers a year. The database Congress ordered built to trace criminal ownership through layered shells now excludes, by design, every company formed in the United States — the jurisdiction whose formation practices Congress's findings specifically indicted.

Five documents, read directly.▸ The statute is the Corporate Transparency Act (Title LXIV of the FY2021 NDAA, P.L. 116-283), including Section 6402's congressional findings, read verbatim from govinfo. The counter-document is FinCEN's interim final rule (90 FR 13688, March 26, 2025), all ten Federal Register pages, including its regulatory-impact arithmetic. The announcement is Treasury's press release, following its March 2, 2025 suspension of enforcement. The current status — a final rule under OMB review since June 5, 2026, with the Eleventh Circuit having upheld the statute's constitutionality in the meantime — is from the legal-status trackers cited.

The rule's stated rationale is cost, and the numbers are FinCEN's own: the original regime priced at $21.7 billion in first-year compliance labor and roughly $3.3 billion a year after that; the exemption, by the bureau's estimate, avoids about $9 billion in annual costs going forward.▸ What survives — the foreign-only regime — costs an estimated $20.7 million a year. By FinCEN's arithmetic, 99.8 percent of the program's cost and 99.96 percent of its coverage were removed in a single unnoticed-and-uncommented rulemaking; because it skipped the notice-and-comment step, the rule states plainly that the Regulatory Flexibility Act's small-business analysis "does not apply to it."

The statute and the rule make opposite factual findings, and both are on the public record.▸ Congress, in Section 6402, found that "more than 2,000,000 corporations and limited liability companies are being formed under the laws of the States each year"; that "malign actors seek to conceal their ownership of corporations, limited liability companies, or other similar entities in the United States" for money laundering, terror finance, tax fraud, and trafficking; and that investigators chasing owners through layered entities face "Russian nesting 'Matryoshka' dolls" — each shell yielding only another shell. Federal collection of domestic beneficial ownership, Congress found, "is needed."

The exemption power the rule invokes has a statutory test.▸ The Secretary may exempt a class of entities only upon determining — "with the written concurrence of the Attorney General and the Secretary of Homeland Security" — that requiring their information "would not serve the public interest" and "would not be highly useful in national security, intelligence, and law enforcement agency efforts to detect, prevent, or prosecute money laundering, the financing of terrorism, proliferation finance, serious tax fraud, or other crimes." The March 2025 rule therefore embodies a formal determination, concurred in by the nation's chief law-enforcement officer, that ownership information from every company formed in the United States fails that test — the exact class whose opacity the statute's findings declared the problem. Both documents cannot be right. And the context BlackLeaf has documented all year sits alongside: GAO estimates fraud costs the federal government $233–521 billion annually, a House subcommittee held a hearing on "emerging fraud threats" this week, and the tool Congress built to pierce fraud's corporate wrapping is, for domestic entities, switched off.

The final rule left for OMB's regulatory-review office on June 5 and can publish on signature; it will either entrench the foreign-only definition or restore some domestic scope, and either way will face the comment record and, likely, litigation — this time about statutory authority rather than constitutionality, since the Eleventh Circuit has now upheld the CTA itself.▸ The banks' parallel obligations under the 2016 customer-due-diligence rule — which the CTA was designed to relieve — remain in flux alongside. And the data already filed sits in FinCEN's database: millions of reports from the companies that complied before the exemption, which the rule relieves them of any duty to correct or update.

All figures are FinCEN's own, read from the interim final rule and its restatement of the 2022 Reporting Rule estimates; the statutory findings and exemption standard are quoted verbatim from govinfo. The 32.6 million figure is the Reporting Rule's estimate of initial filers; annual new formations add millions more. Litigation status per the trackers cited.