On December 19, 2025, Governor Kathy Hochul vetoed two bills that would have significantly altered New York State business law: one aimed at reinforcing the Limited Liability Company Transparency Act and the other conferring general jurisdiction on foreign entities registered to do business in New York.
Beginning January 1, 2026, the New York Limited Liability Company Transparency Act (NYLTA)1 will take effect, imposing new beneficial ownership disclosure requirements on limited liability companies (LLCs). A proposed amendment to the NYLTA2 that attempted to dissociate from the Corporate Transparency Act (CTA) by including domestic LLCs as covered entities under the NYLTA was vetoed.
The NYLTA was enacted to address white-collar crime facilitated through anonymous LLCs by mandating disclosure of beneficial ownership. The NYLTA incorporates by reference certain definitions supplied by federal rules under the CTA. Thus, any future amendments to the CTA or additional rules must be closely monitored.
While domestic LLCs are no longer implicated, any LLC formed under the laws of a foreign country and registered to do business in New York ( Reporting Company) must report certain beneficial ownership information (BOI) to the New York Department of State, unless an exemption applies.
Each BOI report must identify any individual who, directly or indirectly, (i) exercises substantial control over the LLC or (ii) owns or controls at least 25% of the LLC’s ownership interests (Beneficial Owner).
For each Beneficial Owner, the Reporting Company must disclose:
The NYLTA adopts the CTA’s 23 categories of exempt entities, including many publicly traded companies and nonprofit organizations, provided specified conditions are met. An LLC claiming an exemption must file an Exemption Attestation with the New York Department of State identifying the applicable exemption and the factual basis for relying on it. The exempt categories include, among others, governmental authorities, banks, brokers or dealers in securities, investment companies or investment advisers, insurance companies, accounting firms, public utilities, tax-exempt LLCs, large operating companies, subsidiaries of certain exempt LLCs and inactive LLCs.
Failure to comply with the NYLTA may result in civil penalties of up to $500 per day. Noncompliant LLCs may be designated as “past due” after 30 days and “delinquent” after two years, and may ultimately face suspension or dissolution.
Given the time frames for filing a BOI Report set forth above, existing LLCs formed under the laws of a foreign country that have registered to do business in New York should take immediate steps to determine if the LLC qualifies as a Reporting Company or falls under any exemptions for reporting. To the extent the LLC is required to file, the LLC should collect and verify all required information of Beneficial Owners and ensure it is accurate and up-to-date. Further guidance from the Department of State regarding filing procedures will be required to ensure proper compliance.
On December 19, 2025, New York Governor Kathy Hochul also vetoed New York State Assembly Bill A8303. The proposed bill provided that a foreign entity’s application for authority to do business in New York constitutes consent to general jurisdiction of the courts of this state.3 A related bill had been vetoed by the Governor in 2021 and 2023,4 but the Legislature can reintroduce this bill or introduce an amended version in the next legislative session.
This bill sought to amend applicable provisions of the New York Civil Practice Law and Rules, the Business Corporation Law, the General Associations Law, the Limited Liability Company Law, the Not-for-Profit Corporation Law and the Partnership Law.5 It would have applied to all foreign business corporations, unincorporated associations, limited liability companies, not-for-profit corporations and partnerships registered to do business in New York State. Because the bill was vetoed, out-of-state entities can register to do business in New York State without being subject to general jurisdiction in New York courts.
Additional Assistance
For further assistance, please contact a member of our Corporate and Business Law Practice Team or the Phillips Lytle attorney with whom you have a relationship.
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