Who really owns the company?
If a French authority wants to know who really stands behind a company registered in the United States, can it find out? The answer sits where three layers of law meet: federal, state, international and they do not always line up.
The federal layer : FinCEN
The United States created a tool designed for precisely this purpose. The Corporate Transparency Act passed in 2021 as part of the Anti-Money Laundering Act of 2020 it created a register of beneficial owners held by FinCEN, the Financial Crimes Enforcement Network, to make it harder to hide behind anonymous companies; at launch it was expected to capture tens of millions of entities.1 Then it ran into trouble.
Small businesses challenged it across the country as exceeding Congress’s powers and as an unreasonable search, winning a string of injunctions before the appellate courts ultimately upheld the statute.2 In the meantime, to spare millions of low-risk domestic businesses the compliance burden and to refocus on higher-risk foreign entities, the Treasury narrowed the rule in March 2025: companies formed in the United States are now exempt, and only entities formed abroad and registered to do business in the country still report.3
This was a deliberate choice, not a legal requirement. Treasury Secretary Scott Bessent presented it as part of an effort to ease the regulatory burden on American small businesses4. What followed made this even clearer. In December 2025, a federal appeals court “the Eleventh Circuit” ruled that the CTA was constitutional after all, overturning the lower court that had struck it down5. Even so, the narrower rule stayed in force. The result is a register that was built to reveal who owns American companies, but that now covers almost none of them not because reporting became optional, but because the government deliberately narrowed who has to report. A system once expected to cover tens of millions of companies now applies to only about 12,000 foreign ones.
The New York layer
New York had moved in the same direction, for reasons close to home. Anonymous LLCs had long been used to buy New York real estate with money whose origin was hidden, and to shield landlords who mistreat tenants, contractors who commit wage theft and owners who evade tax so the State passed its own LLC Transparency Act to unmask the real people behind such companies and give regulators and law enforcement a way to hold them accountable.6 The law took effect on 1 January 2026, with its own database of owners. But New York had tied its definitions to the federal statute so when Washington narrowed the federal rule, New York’s narrowed with it, and the Governor vetoed the corrective bill in December 2025 to avoid burdening New York businesses beyond the federal baseline.7 The result is striking: the New York law now reaches only non-US LLCs registered in the State. A French company holding a New York LLC may be among the few entities that must actually file, by 31 December 2026, while American LLCs need not.
The international layer : treaties
This is where the real question emerges. Under the US Constitution, only the federal government concludes treaties; a State cannot.8 France therefore cannot simply ask New York for the information its requests travel through federal channels: the France–US tax treaty, the FATCA agreement, mutual legal assistance.9 New York’s confidential, state-run register is not wired into those treaty routes. With the federal register emptied of domestic companies and the State register limited to foreign LLCs, a foreign government searching for the person behind a purely American company faces a genuinely open question. Two legal systems chase the same goal : knowing who owns what, and where the money sits and arrive in very different places.
For a firm whose clients live on both sides of that line, the gap is exactly where counsel earns its place: identifying what foreign clients must file in New York, monitoring federal rules that are still in motion, and keeping a company’s ownership picture clean before anyone has to ask for it.
The same logic governments trading information drives an obligation that touches almost every cross-border client: declaring bank accounts held abroad. France and the United States both demand it, both feed the same machinery of automatic exchange, and both enforce it. What differs is the cost of getting it wrong.
DECLARING ACCOUNTS HELD ABROAD
FRANCE | UNITED STATES |
Form 3916 Filed with the annual income-tax return; one form per foreign account. Civil (tax) penalty for non-declaration: €1,500 per account, each year up to €10,000 for a non-cooperative state.10 | The FBAR : FinCEN Form 114 Required for foreign accounts over $10,000 in aggregate; filed with FinCEN. US civil penalties for non-compliance: up to $16,536 per report (non-willful); for a willful failure, the greater of $165,353 or half the account balance. Criminal penalties may also apply.11 |
Same architecture but very different stakes.
What held me was not the technical detail but the shape of the thing: a single objective, pursued from two legal traditions, landing far apart. Sitting between them turning one system into the language of the other is the daily work of a cross-border practice.
By Sarah Mansouri · Legal Intern, KBL Roche · New York, June 2026
This article reflects the personal perspective of the author and offers general information on developments in cross-border law as of June 2026. It is not legal advice.
notes and references:
1 Corporate Transparency Act, 31 U.S.C. § 5336 (2021). FinCEN estimated about 32.6 million entities would have to report (fincen.gov). 2 Court challenges to the CTA, e.g. Nat’l Small Bus. United v. Yellen (N.D. Ala. 2024) and Texas Top Cop Shop (E.D. Tex. 2024). The federal appeals court (11th Cir.) upheld the Act on 16 Dec. 2025.
3 FinCEN interim final rule limiting reporting to foreign companies, « Beneficial Ownership Information Reporting Requirement Revision and Deadline Extension », 90 Fed. Reg. 13688 (26 mars 2025)
4 Treasury Department press release, "Treasury Department Announces Suspension of Enforcement of Corporate Transparency Act Against U.S. Citizens and Domestic Reporting Companies" (2 mars 2025)
5 The Eleventh Circuit decision — Nat'l Small Bus. United v. U.S. Dep't of the Treasury, No. 24-10736 (11th Cir. Dec. 16, 2025)
6 N.Y. bill S.995-B, sponsor’s justification (nysenate.gov); Gov. Hochul, statement on signing the LLC Transparency Act (22 Dec. 2023).
7 N.Y. Limited Liability Company Law § 1106. The corrective bill S.8432 was vetoed on 19 Dec. 2025.
8 U.S. Constitution, art. II, § 2 (treaty power is federal) and art. I, § 10 (States may not make treaties).
9 France–U.S. tax treaty of 1994 (information-exchange article) and France–U.S. FATCA agreement of 2013.
10 Code général des impôts, art. 1649 A (duty to declare) and art. 1736, IV (the €1,500 / €10,000 penalty).
11 31 U.S.C. § 5314 (FBAR obligation), § 5321 (civil penalties: up to $16,536, or for willful failures the greater of $165,353 or 50% of the balance) and § 5322 (criminal penalties).
