New York Governor Vetoes Amendment to LLC Transparency Act; LLCTA Applies Only to LLCs Formed Outside the U.S. Effective January 1, 2026

Effective January 1, 2026, the LLCTA applies only to LLCs formed outside the United States that are authorized to do business in New York. LLCs formed in the United States will have no filing obligation under the LLCTA. On December 19, 2025, New York Governor Kathy Hochul vetoed a bill (S.8432/A.8662) that would have expanded the LLCTA to require limited liability companies formed or authorized to do business in New York to disclose ownership information.

Background

The LLCTA was enacted to align with the federal Corporate Transparency Act (the “CTA”), which requires certain companies to report beneficial ownership information to the Financial Crimes Enforcement Network (“FinCEN”) to strengthen national security and deter illicit activity such as money laundering and tax fraud. To stay consistent with the federal framework, the LLCTA incorporates key CTA terms, including "beneficial owner," "reporting company," and "exempt company."

Federal narrowing and New York’s alignment

In March 2025, FinCEN significantly narrowed the CTA’s reach by excluding domestic entities and certain beneficial owners from federal reporting (See Previous Alert). Under the amended CTA, “reporting companies” generally include only certain entities formed under the laws of a foreign country that register to do business in a U.S. state, U.S. territory, or the District of Columbia. Governor Hochul’s veto keeps New York aligned with that narrowed federal scope. As a result, the LLCTA applies only to LLCs formed under foreign law that are registered to do business in New York.

At this time, owners and managers of LLCs formed in the U.S. do not need to take any action to comply with the LLCTA. We will continue to monitor this matter and keep you informed of any further updates. Please also note this is a general overview of developments in the law and does not constitute legal advice. Nothing herein creates an attorney-client relationship between the sender and the recipient. If you have any questions, contact Jeffrey Herz at (516) 357-3852 or via email at JHerz@cullenllp.com, Joseph Spina at (516) 296-9120 or via email at JSpina@cullenllp.com, or Gabriella Greenhoward at (212) 510-2204 or via email at GGreenhoward@cullenllp.com.