New York Limited Liability Company Transparency Act (NYLTA) UPDATE

In a prior update, we noted that the New York Legislature had passed a bill intended to amend the New York Limited Liability Company Transparency Act (NYLTA) to make it independent of the federal beneficial ownership reporting requirements under the Corporate Transparency Act (CTA), and that such bill was awaiting the Governor’s signature.

Governor Hochul has now vetoed that legislation. As a result, the NYLTA remains tied to the CTA definitions as modified by FinCEN’s March 2025 interim final rule.

Accordingly, unless further modified, the NYLTA will apply only to foreign (i.e., non-U.S.) limited liability companies (LLCs) that are qualified to do business in New York and their non-U.S. beneficial owners. New York-formed LLCs, as well as U.S. persons who are beneficial owners of interests in foreign LLCs qualified to do business in New York, will not be subject to the NYLTA’s reporting requirements.

This is a significant narrowing of scope from what had previously been anticipated, eliminating the expected reporting obligations for most domestic New York LLCs. Foreign LLCs qualified to do business in New York remain subject to the NYLTA’s reporting requirements beginning January 1, 2026.

We will continue to monitor developments closely and provide updates if further legislative or regulatory action occurs. As always, please contact us if you would like assistance evaluating whether a particular LLC may be subject to the NYLTA.

If you have any questions about the NYLTA, please feel free to contact your trusted Rosenberg & Estis, P.C. attorney or William R. Byers, Member of the firm’s Transactional Department, who authored the above industry alert.