New York LLC Transparency Act Took Effect January 1 but Nearly All LLCs are Exempt

When signed into law on March 1, 2024, the New York LLC Transparency Act (NYLTA) would have required Beneficial Ownership Disclosure (BOD) reports or Exemption Attestations from each and every limited liability company (LLC) formed under New York law or registered to do business in New York.

But that’s not how things turned out.

The NYLTA was patterned after the federal Corporate Transparency Act (CTA) and referenced certain key definitions from the CTA, including the definition of “reporting company.” In March 2025, the Treasury Department issued an interim final rule that gutted the CTA by exempting all U.S.-formed entities from the “reporting company” definition. Because the NYLTA definitions were intertwined with the CTA definitions, the Treasury Department action also had the ancillary effect of exempting all U.S.-formed LLCs from NYLTA filing requirements. The New York Legislature reacted by passing S8432, a bill intended to decouple key definitions from CTA’s definitions and thereby restore NYLTA coverage to reach all LLCs formed in, or authorized to do business in, New York. However, on December 19, 2025, NY Governor Hochul vetoed S8432, thereby preserving the exclusion of all U.S.-formed LLCs from coverage under the NYLTA.

Covered Entities

As things currently stand, the NYLTA filing requirements apply only to non-U.S. entities which are equivalent to a U.S. limited liability company, and which are themselves registered to do business in New York – a tiny universe of companies. There is no published guidance yet on what types of non-U.S. entities are sufficiently equivalent to an LLC to be covered; non-U.S. entities that more closely resemble corporations, partnerships, business trusts, or nonprofit organizations are not covered. And if a non-U.S. entity has a U.S.-formed entity through which it conducts its business in New York, neither entity will fall within the scope of the NYLTA.

As of this writing, the New York Department of State has made available on its website downloadable versions of both the “Initial Beneficial Ownership Disclosure Report” and the “Initial Attestation of Exemption from Beneficial Owner Disclosure Form.” The website states that an online “submission portal” is expected to be “coming soon.” For covered entities first registered in New York on or after January 1, 2026, a BOD report or Exemption Attestation must be filed within 30 days after registration. All covered entities registered in New York before January 1, 2026, have until January 1, 2027, to file a BOD report or Exemption Attestation. All filings must be updated annually thereafter.