On June 10, 2025, Senate Bill 8432 (the “Bill”) [1]  was introduced in the New York State Senate to amend certain definitions of the New York LLC Transparency Act (NYLTA). The purpose of this bill was to make “technical” changes to the definitions of Section 1106 of the Limited Liability Company Law (“LLCL”) after the FinCEN issued its Interim Final Rule and  removed beneficial ownership information (BOI) from reporting under the Corporate Transparency Act (CTA) for U.S. entities (by redefining a reporting company to mean only entities that were formed outside of the U.S. and which are registered to do business within any U.S. State or Tribal jurisdiction by filing a document with the secretary of state or similar office).[2] As a result, all entities created in the United States became exempt from the requirement to report BOI to FinCEN.[3]

The Bill aimed to revise the definitions of “beneficial owner,” “reporting company,” and “exempt company” to ensure they function independently of the CTA, since the current wording of  Section 1106 of the LLCL cross-references the CTA and any federal regulations, i.e., the Interim Final Rule.[4] The Bill would have removed these references and required limited liability companies created or authorized to do business in the New York to file beneficial ownership disclosure statements.

However, on December 19, 2025, Governor Hochul vetoed the Bill. In her veto message, the Governor stated that the NYLTA was enacted to receive reporting similar to what was required by the CTA and that the Bill would “create a mandate for businesses in New York that is not required under federal law.”[5] She further explained that it was not in the “interest of New York State” to impose additional requirements on limited liability companies.[6]

Beginning January 1, 2026, only non-exempt foreign limited liability companies formed outside of the U.S. and authorized to do business in New York must file beneficial ownership disclosure statements with the New York Department of State (“Department of State”).[7] Certain foreign limited liability companies (“Foreign LLC(s)”) may be exempt if they meet a condition of exemption under 31 U.S.C. §5336(a)(11)(B).[8] These exemptions include banking organizations, federal or state credit unions, and large operating companies. Exempt Foreign LLCs must file an attestation of exemption with the Department of State, which must include a statement of the specific exemption claimed and the facts on which the exemption is based. [9]  All Foreign LLCs must submit an initial filing and provide annual updates. Filing deadlines are as follows:

  • Foreign LLCs that were authorized to do business within New York prior to January 1, 2026, must file either a beneficial ownership disclosure statement or an attestation of exemption by December 31, 2026.[10]
  • Foreign LLCs authorized to do business within New York after January 1, 2026, must file a beneficial owner disclosure statement or an attestation of exemption within thirty (30) days of filing an application for authority with the Department of State.[11]

For non-exempt Foreign LLCs required to file a beneficial ownership statement, the filing must include information identifying each beneficial owner of the Foreign LLC. The required information includes:

  • Full legal name;
  • Date of birth;
  • Current home or business street address; and
  • A unique identifying number from one of the following:
    • (i) an unexpired passport;
    • (ii) an unexpired state driver’s license; or
    • (iii) an unexpired identification card or document issued by a state or local government agency or tribal authority.[12]

A beneficial owner is an individual that exercises “substantial control” over or who owns 25% or more of a Foreign LLC authorized to do business in New York.[13] Non-exempt Foreign LLCs are not required to include beneficial ownership information for owners that are U.S. persons, including citizens of Puerto Rico and other U.S. territories.[14]

Domestic limited liability companies formed in New York and limited liability companies formed in another U.S. state or U.S. territory are not required to file any disclosure statements at this time. The Department of State, however, has noted that the laws are subject to change.[15]

[1] Senate Bill S8432, The New York State Senate, https://www.nysenate.gov/legislation/bills/2025/S8432.

[2]FinCEN Removes Beneficial Ownership Reporting Requirements for U.S. Companies and U.S. Persons, Sets New Deadlines for Foreign Companies, Financial Crimes Enforcement Network, https://www.fincen.gov/news/news-releases/fincen-removes-beneficial-ownership-reporting-requirements-us-companies-and-us (Mar. 21, 2025).

[3] Id.

[4] N.Y. Ltd. Liab. Co. § 1106.

[5]  See Veto Memo 164 (https://f.datasrvr.com/fr1/225/34450/Veto_164.pdf).

[6] Id.

[7] Beneficial Ownership Disclosure Frequently Asked Questions, Department of State, https://dos.ny.gov/beneficial-ownership-disclosure-frequently-asked-questions.

[8] Id.§ 1106(c).

[9] Id. § 1107(b).

[10] Id. § 1107(e).

[11] Id. § 1107(d).

[12] Id. § 1107(a).

[13] Id. § 1106(a). See also 31 U.S.C. § 5336(a)(3)(A).

[14] Beneficial Ownership Disclosure Frequently Asked Questions, Department of State, https://dos.ny.gov/beneficial-ownership-disclosure-frequently-asked-questions.

[15] Id.