New York LLC Transparency Act Reporting Requirements Take Effect January 1, 2026

On December 19, 2025, New York Governor Kathy Hochul vetoed Senate Bill S8432/A8662, which would have expanded the New York LLC Transparency Act (the “Act”) by adopting New York–specific definitions of “reporting company” and related terms independent of the federal Corporate Transparency Act (the “CTA”). As a result of the veto, the Act remains tethered to the federal CTA framework, as modified by FinCEN’s March 2025 interim final rule, and its scope is materially narrowed.

The Act was enacted to address concerns that anonymous LLC ownership structures may be used to facilitate illicit activity, including real estate money laundering, tax evasion, and other financial crimes, and to align New York with federal and international beneficial ownership transparency standards. The Act seeks to enhance accountability while preserving legitimate business uses of limited liability companies.

The Act is scheduled to take effect on January 1, 2026, and establishes state-level beneficial ownership information (“BOI”) disclosure requirements for limited liability companies formed in or authorized to do business in New York. In light of the veto and the incorporation of federal definitions, the Act’s reporting obligations are currently limited primarily to foreign (non-U.S.) LLCs authorized to do business in New York.

Reporting Requirements and Attestations of Exemption

As currently constituted, covered limited liability companies must either submit beneficial ownership information to the New York Department of State (“NYDOS”) or file an attestation of exemption explaining why they are not subject to reporting obligations. Each covered “Reporting Company” must disclose information identifying each “Beneficial Owner” and each “Applicant,” as those terms are defined under the Act.

For each such individual, the disclosure must include:

• Full legal name;
• Date of birth;
• Current home or business street address; and
• A unique identifying number from one of the following unexpired documents:
  • A passport;
  • A state driver’s license; or
  • An identification card or other identification document issued by a state or local government agency or tribal authority.

Entities qualifying for an exemption are nevertheless required to file an annual attestation confirming their exempt status.

Who Must File and When

Based on existing law and the Governor’s veto:

• Foreign LLCs formed under the laws of a country other than the United States and authorized to do business in New York are required to file beneficial ownership disclosures.
• U.S. domestic LLCs are currently outside the scope of the Act unless New York subsequently amends the statute or adopts state-specific definitions.
• Covered LLCs authorized to do business in New York prior to January 1, 2026, generally must file an initial BOI disclosure or attestation of exemption by December 31, 2026, subject to further implementation guidance.
• Foreign LLCs formed or authorized on or after January 1, 2026, must file within 30 days of formation or registration.
• Covered entities must file annual updates or reaffirm exemptions, as applicable.
• The federal definitions adopted under the CTA and its implementing regulations continue to govern the Act’s operation.

Compliance and Next Steps

Although the Act is scheduled to take effect on January 1, 2026, NYDOS has not yet released official filing forms or detailed implementation guidance, and additional regulations remain forthcoming. As a result of the veto, uncertainty remains regarding practical compliance mechanics, including filing procedures and reporting platforms.

Business owners and compliance professionals should continue to monitor developments, including guidance from NYDOS and potential legislative action, and should begin preparing to identify beneficial owners and assess exemption eligibility well in advance of applicable deadlines.

Recommendations

In light of the Act’s effective date, the Governor’s veto, and ongoing regulatory developments, foreign LLCs authorized to do business in New York, as well as other LLCs that may be affected by future legislative or regulatory changes, should consider the following steps:

• Begin ownership mapping early. Covered foreign LLCs should identify beneficial owners and individuals exercising substantial control. This process may be time-intensive, particularly for entities with complex or layered ownership structures.
• Review governance and control provisions. Beneficial ownership is not limited to equity ownership. Operating agreements and management arrangements should be reviewed to identify individuals who may exercise substantial control without a significant ownership interest.
• Plan for ongoing compliance. Because the Act requires annual filings or reaffirmations of exemption status, covered entities should implement internal compliance calendars or monitoring systems to avoid missed deadlines.
• Monitor developments closely. The scope and implementation of the Act may evolve. Future legislative or regulatory action could expand reporting obligations, including for U.S. domestic LLCs.
• Evaluate structural and operational implications. Businesses, particularly multinational groups, may wish to assess whether entity structure or governance adjustments are appropriate in light of disclosure obligations, privacy considerations, and operational needs.

Practical Impact on LLCs

The New York LLC Transparency Act introduces state-level beneficial ownership disclosure obligations that apply to a narrower class of entities than originally anticipated. Foreign LLCs doing business in New York must assess ownership and control structures, determine exemption eligibility, and implement procedures for initial and annual filings. U.S.-formed LLCs are not currently subject to reporting obligations under the Act due to the veto and the statute’s reliance on federal definitions.

LLCs should consult counsel to assess potential obligations and prepare for compliance well in advance of the 2026 filing deadlines.