Good news for domestic limited liability companies in New York. On December 19, 2025, Governor Hochul vetoed amendments that would have decoupled the New York Limited Liability Company Transparency Act (“NY LLCTA”) from the federal Corporate Transparency Act (“CTA”) and would have significantly broadened the application of the NY LLCTA. The New York Department of State (the “DOS”) subsequently posted new materials providing guidance and important clarifications on the now narrower scope of the NY LLCTA.

Updated Requirements

Following Governor Hochul’s veto on December 19, 2025 of Senate Bill S8432 and new guidance from the DOS, the NY LLCTA will only apply to limited liability companies that are formed outside the U.S. and are authorized to do business in New York. Under this narrower application:

• Domestic entities are not required to make disclosures. Limited liability companies that were formed in the U.S. do not need to disclose beneficial ownership information (“BOI”).
• Domestic entities are not required to file their exempt status. Until the veto, there was uncertainty whether domestic entities would escape filing requirements altogether or would still need to disclose their exempt status. The new materials posted by the DOS clarify that domestic limited liability companies are not required to make any filings under the NY LLCTA – including exempt company attestations.
• There are no BOI requirements for US beneficial owners. Foreign (i.e., non-U.S.) limited liability companies authorized to do business in New York do not need to report beneficial ownership information for any beneficial owner who is a U.S. person, including citizens of Puerto Rico or other U.S. territories.
• Foreign LLCs¹ that are authorized to do business in NY must file as “Reporting Companies” or “Exempt Companies.” Reporting Companies should file initial and annual Beneficial Ownership Disclosure Statements regarding their beneficial owners who are not U.S. persons and their applicants, and Exempt Companies should file initial and annual Attestation of Exemption statements. 

Applicable Deadlines

• Non-U.S. limited liability companies that become authorized to do business in New York on or following January 1, 2026, must file an initial Beneficial Ownership Disclosure Statement or Attestation of Exemption, as applicable, within thirty (30) days of filing an application for authority with the DOS.
• Existing non-U.S. limited liability companies authorized to do business in New York prior to January 1, 2026, must file a Beneficial Ownership Disclosure Statement or Attestation of Exemption, as applicable, by December 31, 2026.
• Annual filings for all such entities are required thereafter.

Next Steps

With the latest updates, the NY LLCTA essentially mirrors the federal CTA. The NY LLCTA includes the same 23 exemptions as the federal CTA and the NY LLCTA cross-references to the CTA for applicable defined terms (including the definition of “Reporting Company” as limited to non-U.S. entities). To note, due to this reliance on the federal CTA, the NY LLCTA may reflect any further changes that become applicable to the CTA. In respect of the foreign limited liability companies that are subject to the NY LLCTA, the DOS has provided PDF forms of the Beneficial Ownership Disclosure Statement and Attestation of Exemption to be completed by such companies, and an email address for submission of these forms². The DOS has further indicated that a submission portal for filings is forthcoming.