Beneficial Ownership Reporting of Non-U.S. LLCs that are Authorized to do Business in New York 12 January 2026

The New York LLC Transparency Act (“NYLTA”)¹ took effect on January 1, 2026. Non-U.S. limited liability companies (“LLCs”) authorized to do business in New York are required to file either initial and annual beneficial ownership information disclosure statements or initial and annual attestations of exemption. U.S.-formed LLCs are exempt from these reporting requirements. Non-compliance with the NYLTA may result in state-imposed fines, suspension of good standing, or loss of authority to conduct business in New York.

Each reporting company is required to disclose on its beneficial ownership report identifying information pertaining to each individual who directly or indirectly exercises substantial control or owns or controls 25% or more of the ownership interests of such reporting company, and the individual(s) involved in such reporting company’s registration to do business in New York. The information will be maintained in a secure, non-public database by the New York Department of State.

The history and impact of the Corporate Transparency Act

The NYLTA, which echoes the U.S. federal Corporate Transparency Act (“CTA”) but solely applies to LLCs, incorporates the definitions of “reporting company,” “exempt company,” and “beneficial owner” by reference to the CTA and any regulations proclaimed thereunder.² In March 2025, the Financial Crimes Enforcement Network (“FinCEN”) issued an interim final rule redrafting the definition of “reporting company” under the 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 U.S. state or tribal jurisdiction by the filing of a document with a secretary of state or similar office, otherwise known as foreign reporting companies.

Consequently, all entities created in the U.S. became exempt from beneficial ownership reporting requirements, and the NYLTA, by operation of cross referencing to the same definitions contained in the CTA, became equally limited in scope.

In June 2025, the New York Legislature, in response to FinCen exempting all domestic reporting companies from the beneficial ownership information reporting requirements and indirectly exempting them from NYLTA’s reporting requirements, passed Senate Bill S8432³ to replace the definitions of “reporting company,” “exempt company,” and “beneficial owner” in order to make them independent of the CTA, and, if passed, would include all New York LLCs as “reporting companies” subject to the beneficial ownership disclosure requirements of the NYLTA. However, in December 2025, New York Governor Kathy Hochul vetoed Senate Bill S8432, leaving the NYLTA in its current state, maintaining the exclusion of all U.S. entities. Therefore, as of publication of this client alert, under the NYLTA, domestic limited liability companies are not currently required to file a beneficial ownership disclosure or an exemption attestation, and filing requirements apply only to foreign LLCs that are authorized to do business in New York.

Initial Reporting Obligations and Deadlines