This is an update to our previous alerts:

• New York Enacts LLC Transparency Act, Requiring LLCs to Disclose Beneficial Owners
• New York LLC Transparency Act’s Effective Date Delayed Until January 1, 2026
• New York LLC Transparency Act: More Uncertainty than Clarity Ahead of January 1, 2026, Effective Date

The New York LLC Transparency Act (NYLTA), New York’s version of a beneficial-ownership disclosure law, took effect on January 1, 2026.

However, until recently, its practical scope was uncertain, as it depended heavily on whether Governor Hochul would sign pending amendments intended to decouple the statute from the federal Corporate Transparency Act (CTA).

On December 19, 2025, Governor Hochul vetoed the proposed amendments (S8432/A8662-A) to the NYLTA that would have restored its originally broader coverage (i.e., applying to both U.S. and foreign limited liability companies formed or authorized to do business in New York). Governor Hochul’s veto message explains that the NYLTA was intended to mirror federal CTA reporting requirements, and she did not want New York to impose broader compliance burdens than federal law.

As a result, the NYLTA’s definition of “reporting company” is currently limited to limited liability companies formed under the laws of a foreign country that are authorized to do business in New York. Such entities are bound by the following deadlines:

1. If authorized to do business in New York before January 1, 2026, the initial filing is due by December 31, 2026.
2. If authorized to do business in New York on or after January 1, 2026, the initial filing is due within 30 days of filing an application for authority.

Even with the narrowed scope, several interpretive questions are still unresolved, including:

• Which non-U.S. entities qualify as a “limited liability company” for NYLTA purposes.
• Whether U.S. limited liability companies could nonetheless be required to file exempt company attestations, even if, based on the current reading of the FAQs published by the New York Department of State, it does not seem that an attestation of exemption would be required.

Foreign limited liability companies registered (or planning to register) in New York should promptly assess whether they are in scope and begin assembling beneficial ownership information (and/or exemption support). U.S.-formed limited liability companies should continue to monitor New York Department of State guidance and implementation details.

Cozen O’Connor will continue to monitor further developments and is available to answer questions regarding these evolving requirements.