NYLTA Effective January 1, 2026, With Application Limited To Foreign-Formed LLC's Registered In NY

• A Senate bill intended to retain more expansive application of the NYLTA was vetoed by the New York governor.
• As a result, only LLC entities that are organized outside the United States and registered or planning to register to do business in New York should prepare to meet the updated reporting deadline for initial reports. Existing foreign LLCs registered in NY must comply by January 1, 2027. Foreign entities registered after January 1, 2026, must comply within 30 days of registration.
• LLCs formed or registered to do business in NY are not required to report under the NYLTA, nor does the act require reporting of any U.S. person beneficial owner.

On December 19, 2025, New York Governor Kathy Hochul vetoed Senate Bill 8432, leaving the NY LLC Transparency Act (NYLTA) unchanged. The governor's veto means that the NYLTA, when implemented on January 1, 2026, will apply only to limited liability companies (LLCs) organized outside the United States that register to do business in the state of New York and only beneficial owners that are non-U.S. persons need to be reported.

Senate Bill 8432 was an attempt to decouple the NYLTA from the Corporate Transparency Act (CTA) definitions, which were narrowed by FinCEN's March 2025 Interim Final Rule, revising the term "reporting company" to include only entities formed under the laws of a foreign country and exempting reporting companies from reporting the beneficial ownership of any U.S. persons who are beneficial owners. For more information, see our CTA Interim Final Rule overview here.

Governor Hochul explained that she vetoed the bill based on her belief that the NYLTA should mirror federal reporting requirements under the CTA and not impose additional burdens on New York businesses. On this basis, we can expect that any future expansion of the CTA would likely be met with a corollary expansion of the NYLTA.

Because the NYLTA is tied to the revised CTA framework, the NYLTA will not apply to LLCs formed in New York or in any other U.S. state, and reporting companies are not required to include beneficial ownership information for owners that are U.S. persons, including citizens of Puerto Rico or other U.S. territories. As a result, all existing and newly formed foreign-organized LLCs registered to do business in New York are considered reporting companies (reporting LLCs), required to report beneficial ownership information (BOI) for non-U.S. persons to the New York Department of State (NY DoS), subject to the following reporting timelines:

• LLCs first qualifying on or after January 1, 2026: 30 days from qualification to satisfy NYLTA disclosure requirements.
• LLCs qualified prior to January 1, 2026: Required to submit disclosures or attestations of exemption by January 1, 2027.

Additionally, under the NYLTA, if the reporting LLC qualifies for one of the 23 exemptions under the CTA, it must file an attestation of exemption, with a statement citing the specific exemption claimed and the facts on which the exemption is based and attesting to its accuracy under penalty of perjury. Absent a qualifying CTA exemption, a reporting LLC must file a disclosure statement with the NY DoS disclosing information regarding each of its "beneficial owners" and "applicants." The information will be collected and stored in an internal database that is accessible to federal, state, and local government agencies to the extent necessary for the performance of official duties. See our NYLTA overview here.

The NYLTA directs the NY DoS to promulgate regulations, develop filing forms and procedures, and establish processes for exemptions and law enforcement access to BOI. To date, the NY DoS has not issued regulations, but they have posted comprehensive Beneficial Ownership Frequently Asked Questions providing guidance on the NYLTA and information on the form and manner of reporting.

The FAQs are consistent with the FinCEN Interim Final Rule and confirm the filing dates and NYLTA requirements as follows:

• Effective January 1, 2026, limited liability companies that were formed outside of the United States must file either a beneficial owner disclosure statement or attestation of exemption within 30 days of filing an application for authority with the NY DoS.
• Entities authorized to do business in New York prior to January 1, 2026, must file a beneficial owner disclosure statement or attestation of exemption by December 31, 2026.
• Reporting companies are not required to include BOI for owners that are U.S. persons, including citizens of Puerto Rico or other U.S. territories.
• Beneficial ownership disclosure statements and attestations of exemption may only be filed electronically through the NY DoS secure filing system (with a portal link provided).
• If a reporting company has reason to believe that a report filed contains inaccurate information, it may file a corrected report.
• Reporting companies must file either a beneficial ownership disclosure statement or attestation of exemption annually.

LLC entities that are organized outside the United States and registered or planning to register to do business in New York should prepare to meet the updated reporting deadline for initial reports. For the time being, LLCs formed in NY need not report under the NYLTA, nor does the act require reporting of any U.S. person beneficial owner or company applicant.

As reported in our prior publications, the CTA landscape remains fluid. The Interim Final Rule currently in effect federally represented a significant curtailment of the CTA as originally enacted, and litigation or future policy changes could alter the scope of reporting, including reporting under the NYLTA. The statute remains in place notwithstanding ongoing Constitutional challenges, and a subsequent administration could reactivate or expand CTA reporting in the future. If application of the CTA is altered by future rulemaking or litigation, this would result in expansion of the NYLTA, as well.

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.