Governor’s Veto Limits NY LLC Transparency Act to Non-US LLCs Authorized to Do Business in New York

On December 19, 2025, New York Governor Kathy Hochul vetoed SB S8432, a bill to amend the New York LLC Transparency Act (NYLTA), such that the NYLTA applies only to limited liability companies (LLCs) formed under the laws of a foreign country that are authorized to do business in New York.

As discussed in our November 5, 2025 LawFlash, the New York Legislature passed Senate Bill S8432 on June 17, 2025 in response to an interim final rule (IFR) issued by the Financial Crimes Enforcement Network (FinCEN) that revised the definition of “reporting company” for purposes of the Corporate Transparency Act (CTA) to mean only those entities that are formed under the laws of a foreign country and that have registered to do business in any US state or tribal jurisdiction. Because the NYLTA incorporates the definitions of “reporting company,” “exempt company,” and “beneficial owner” by reference to the CTA, the IFR limited the scope of the NYLTA to limited liability companies formed under the laws of a foreign country that are authorized to do business in New York.

As passed by the New York Legislature, SB S8432 would have inserted definitions of “reporting company,” “exempt company,” and “beneficial owner” that are independent of the CTA, thereby decoupling the NYLTA from changes in federal law and extending reporting obligations to all LLCs formed or authorized to do business in New York.

GOVERNOR’S DECEMBER 19 VETO UPDATE

On December 19, New York Governor Kathy Hochul vetoed SB S8432, stating in her memo that “imposing additional requirements on LLCs is not in the interest of New York State.” Unless the New York Legislature overrides the Governor’s veto or introduces and passes additional amendments to the NYLTA that become law, the NYLTA’s definitions of key terms such as a “reporting company” remain tied to the CTA and its implementing regulations. Therefore, consistent with the IFR, the NYLTA applies only to LLCs formed under the laws of a foreign country that are registered to do business in New York (Foreign Reporting LLCs).

REPORTING OBLIGATIONS AND DEADLINES

Foreign Reporting LLCs that registered to do business in New York before January 1, 2026 are required to file their initial beneficial ownership information (BOI) report by December 31, 2026. Foreign Reporting LLCs that register to do business in New York on or after January 1, 2026 must file BOI reports within 30 days of such registration. Foreign Reporting LLCs that qualify for an exemption must file an attestation of exemption, including factual support signed under penalty of perjury, on or before the deadlines above. All Foreign Reporting LLCs will also be required to file annual updates to confirm or amend the information on record. As of the date of this LawFlash, the state of New York has not established an online filing database.

Foreign Reporting LLCs that fail to file within 30 days of the deadline will be marked as “past due” on the New York Department of State’s records. If the failure extends beyond two years, the company will be listed as “delinquent.” These notations are not merely administrative; they are accompanied by financial penalties of up to $500 for each day of noncompliance, along with an additional fine of $250 for the initial failure to file. In more serious cases, the state may suspend, cancel, or dissolve the Foreign Reporting LLC entirely.

We will continue to monitor further developments pertaining to the NYLTA and the New York filing database.