Massachusetts has joined 20 other attorneys general in suing the Treasury Department to bring back the federal registry of who really owns American companies. The suit, State of Oregon v. Bessent, was filed October 27 in federal court in Oregon. It challenges a rule that exempted every company formed in the United States from reporting its owners under the Corporate Transparency Act, and a plan to delete what those companies already filed.
If you own a Massachusetts LLC or corporation, the short answer for today is that you do not have to file a beneficial ownership report. The lawsuit asks a judge to change that. Here is what the case says, where it stands, and what it could mean for small business owners.
The case at a glance
| Case | State of Oregon v. Bessent, No. 6:26-cv-02359 (D. Or.) |
|---|---|
| Filed | October 27, 2026 |
| Judge | U.S. District Judge Mustafa Kasubhai |
| Led by | Oregon Attorney General Dan Rayfield and Illinois Attorney General Kwame Raoul |
| Massachusetts | Attorney General Andrea Joy Campbell joined; her office announced it October 28 |
| Claim type | Administrative Procedure Act review, 5 U.S.C. § 706 |
The case number, judge and filing date are from the federal docket. The other states joining are Arizona, California, Colorado, Delaware, Maine, Maryland, Michigan, Minnesota, Nevada, New Jersey, New Mexico, New York, North Carolina, Rhode Island, Virginia, Washington, Wisconsin and the District of Columbia, according to Campbell’s office.
What the Corporate Transparency Act was supposed to do
Congress passed the Corporate Transparency Act in 2021. It required corporations, LLCs and similar entities to report identifying information about the people who own or control them to the Treasury Department’s Financial Crimes Enforcement Network, known as FinCEN. The point was to stop people from hiding money behind shell companies that exist mostly on paper. Law enforcement could search the database to trace laundered money, stolen assets and bribes.
What FinCEN changed
- March 2025. FinCEN issued an interim final rule, published March 26, 2025, that redefined “reporting company” to cover only entities formed under foreign law and registered to do business in a U.S. state. Every company created in the United States, and its owners, became exempt.
- August 2026. FinCEN issued a final rule making those exemptions permanent. FinCEN’s website dates the final rule August 11. Under it, “U.S. companies are exempt from BOI reporting requirements and therefore, are no longer required to file BOI reports,” and foreign companies that still report do not have to list U.S. owners.
- The deletion. The states say FinCEN also committed to deleting information previously filed by U.S. companies and individuals who no longer have to report. The Rhode Island attorney general’s office said the purge is set for February 10, 2027. Minnesota’s attorney general called the deleted records ones “that likely include evidence of unsolved crimes.”
What the states argue
According to Campbell’s office, the lawsuit says FinCEN:
- violated the Corporate Transparency Act and the Administrative Procedure Act;
- skipped required legal steps before changing the rule;
- acted arbitrarily and without a reasonable explanation; and
- failed to properly consult the Secretary of Homeland Security and the U.S. Attorney General before exempting nearly all businesses.
The Rhode Island attorney general’s office said the states also raise separation of powers and Take Care Clause claims. The coalition asks the court to vacate the rule, keep the ownership database and stop the deletion.
“When individuals can hide behind shell companies, it becomes harder for law enforcement to follow the money and hold those responsible accountable,” Campbell said in her office’s announcement. “We’re suing to protect these important safeguards and ensure the law is enforced.”
The Treasury Department’s answer is not yet on file. FinCEN has said that collecting the information from domestic companies does not serve the public interest, according to the California attorney general’s office. A federal agency generally has 60 days to respond to a complaint after service.
What it means if you own a Massachusetts LLC or corporation
- Right now, nothing to file with FinCEN. Under the rule in effect, an LLC or corporation formed in Massachusetts or any other state does not file a beneficial ownership report. FinCEN says it will not enforce reporting penalties or fines against U.S. citizens or domestic companies.
- The state annual report is separate. The annual report Massachusetts companies file with the Secretary of the Commonwealth is a state filing. This case does not affect it.
- If the states win, the rules could come back. If the court vacates the 2026 rule, the question becomes what replaces it, and on what timeline. Any new deadline would come from FinCEN or the court. No one should file or pay anyone to file based on the lawsuit alone.
- Watch for scams. FinCEN warns that it does not send first notices about penalties by email or phone, and that requests to pay by phone, mail or a website are fraudulent. Lawsuits like this one tend to bring a new wave of “compliance” letters charging fees.
- Foreign companies still report. A company formed under foreign law and registered to do business in Massachusetts may still have to file, without listing U.S. owners.
What happens next
The states could ask for a preliminary injunction to stop the February 2027 deletion before the case is decided. We will update this post when the Treasury Department responds or a hearing is set.
The case is one of many Massachusetts has filed or joined against the federal government this year. Our tracker lists every active one.
Frequently asked questions
Do I need to file a BOI report for my Massachusetts LLC?
Not under the rule in effect as of November 2026. FinCEN’s final rule exempts all companies created in the United States. The lawsuit filed October 27 asks a court to throw that rule out, so check again if the court rules for the states.
Is Massachusetts suing over the Corporate Transparency Act?
Massachusetts is suing to enforce it. Attorney General Andrea Joy Campbell joined a 21-attorney-general lawsuit in federal court in Oregon challenging FinCEN’s rule that exempted nearly every business from the law’s reporting requirements.
Will FinCEN delete the ownership reports I already filed?
FinCEN has committed to deleting previously filed information from companies no longer required to report, according to the states. The Rhode Island attorney general’s office put the date at February 10, 2027. The lawsuit asks the court to block it.
What court is hearing the case?
The U.S. District Court for the District of Oregon, docket 6:26-cv-02359, assigned to Judge Mustafa Kasubhai.
Sources: Massachusetts Attorney General’s Office press release, October 28, 2026; Minnesota Attorney General’s Office release, October 27, 2026; Rhode Island Attorney General’s Office statement as published by the Fall River Reporter; California Attorney General’s Office release; FinCEN beneficial ownership information page, read November 2, 2026; federal court docket for State of Oregon v. Bessent, 6:26-cv-02359 (D. Or.). We have not read the complaint itself. General information, not legal advice.