Amendments To New York LLCTA Vetoed – New York Beneficial Ownership Reporting Requirements Limited To NonU.S. LLCs Qualified In New York

In an unexpected turn of events, on December 19, 2025, New York Governor Kathy Hochul vetoed Senate Bill S8432 ("Bill") which proposed amendments to the New York LLC Transparency Act ("LLCTA").¹ Without these amendments, the statute, set to become effective on January 1, 2026, will continue to incorporate by reference the federal Corporate Transparency Act's ("CTA") definitions of "reporting company", "beneficial owner" and "exempt company," rather than having the New York-specific definitions for these terms proposed by the Bill.² As a reminder, an Interim Rule issued by the Financial Crimes Enforcement Network on March 21, 2025 deemed "reporting company" under the CTA to mean only those entities formed under the laws of a foreign country that are registered to do business in any U.S. state or tribal jurisdiction for purposes of enforcing beneficial ownership reporting requirements.³Therefore, as a result of the veto, the LLCTA's beneficial ownership reporting requirements will similarly only apply to non-U.S. limited liability companies qualified to do business in New York, as opposed to all NY-formed and -qualified LLCs.

Footnotes

1 A previous alert on the LLCTA can be found here. The vetoed amendments can be found here.

2 The CTA's definitions can be found here.

3 A previous alert on the Interim Rule can be found here.

The content of this article is intended to provide a general guide to the subject matter. Specialist advice should be sought about your specific circumstances.