By Daniel B. Axman, Trusts & Estates Partner
Update to Alert issued November 20, 2025 – read here
Governor’s Veto of Senate Bill 8432
On December 19, 2025, Kathy Hochul vetoed Senate Bill 8432, legislation that would have revised the New York LLC Transparency Act (the “NYLTA”) by redefining key terms, including “reporting company,” “beneficial owner,” and “exempt company”. The purpose of redefining these terms was to allow New York to impose beneficial ownership reporting obligations independent of the federal Corporate Transparency Act.
Governor Hochul’s veto was consistent with previous internal guidance from the New York State Department that had indicated enforcement would be limited to LLCs formed outside the U.S. that are registered to do business in New York.
Had the bill been enacted, it would have expanded the NYLTA’s reach to include limited liability companies (“LLCs”) formed under New York law and LLCs formed in other U.S. states that are registered to do business in New York.
Practical Impact of the Veto
As a result of the Governor’s veto, the NYLTA still took effect on January 1, 2026, but its scope has been severely limited to LLCs that are formed outside of the U.S. that are registered to do business in New York.
Domestic LLCs, including those formed under New York law, and those formed in other U.S. states that are registered to do business in New York, are not required to file beneficial ownership information reports under the NYLTA.
This outcome aligns the NYLTA’s practical reach with the narrowed enforcement framework of the federal CTA, which now applies only to entities formed outside the U.S.
Key Takeaways
- Effective Date: January 1, 2026
- Entities Subject to Reporting:
- LLCs formed outside the U.S. that are registered to do business in New York
- Entities Not Subject to Reporting:
- New York LLCs
- LLCs formed in other U.S. States and registered to do business in New York
- Legislative Status:
- Senate Bill 8432 has been vetoed; no expansion of reporting obligations to domestic LLCs is applicable at this time
Next Steps
- LLCs formed outside the U.S. that are registered to do business in New York should begin preparing for compliance with the NYLTA’s beneficial ownership reporting requirements.
- Domestic LLCs have no reporting requirements.
- We continue to monitor the regulatory guidance issued by the New York Department of State regarding filing mechanics and enforcement.
Golenbock will provide further updates if legislative developments warrant renewed attention.
Contacts:
| Daniel B. Axman daxman@golenbock.com (212) 907-7379 | Barry A. Cassell bcassell@golenbock.com (212) 907-7337 |
| Elizabeth Man-Wai Li eli@golenbock.com (212) 907-7357 | Alison Wong awong@golenbock.com (212) 907-7300 |
Golenbock Eiseman Assor Bell & Peskoe LLP uses Client Alerts to inform clients and other interested parties of noteworthy issues, decisions and legislation which may affect them or their businesses. A Client Alert should not be construed or relied upon as legal advice. This Client Alert may be considered advertising under applicable state laws.
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