NY LLC Transparency Act After the Governor’s Veto: What Businesses Need to Know
Last updated: December 2025
Recent changes at the federal level and the Governor’s veto of Senate Bill S8432 have led to confusion about the New York LLC Transparency Act (“NYLTA”). Some commentary suggests that U.S.-formed LLCs may no longer have filing obligations in New York, while others disagree.
This article explains — based only on the law itself and official government guidance — what has changed, what has not, and what businesses should reasonably prepare for ahead of the January 1, 2026 effective date.
What Is the NY LLC Transparency Act?
The NY LLC Transparency Act requires certain limited liability companies to report beneficial ownership information to the New York Department of State (DOS). The information is confidential and not publicly available.
Key elements of the law include:
Beneficial ownership or exemption reporting
Ongoing confirmation or update requirements
Civil penalties for non-compliance of up to $500 per day
Enforcement authority vested in the New York Attorney General
The statutory effective date of the law is January 1, 2026.
Federal Changes: FinCEN’s Interim Final Rule
On March 26, 2025, the Financial Crimes Enforcement Network (FinCEN) issued an Interim Final Rule (IFR) revising its federal beneficial ownership reporting regulations under the Corporate Transparency Act (CTA).
FinCEN states:
“Companies created in the United States are no longer considered reporting companies and therefore do not need to report beneficial ownership information to FinCEN under the Corporate Transparency Act.”
Under this rule:
U.S.-formed entities do not file BOI with FinCEN
Certain foreign entities registered to do business in the U.S. may still have federal filing obligations
This change applies only to federal reporting administered by FinCEN.
How the NYLTA Uses Federal Definitions
The NYLTA incorporates certain definitions and concepts from the federal CTA, including terms such as:
“Beneficial owner”
“Reporting company”
“Substantial control”
At the same time, the NYLTA establishes an independent New York reporting framework, administered by DOS and enforced under New York law, with New York-specific penalties and compliance mechanisms.
Senate Bill S8432 and the Governor’s Veto
In 2025, the New York Legislature passed Senate Bill S8432, which proposed amendments to the NYLTA, including changes to how federal definitions were incorporated.
Governor Kathy Hochul vetoed S8432, stating that the bill would:
“create a mandate for businesses in New York that is not required under federal law”
and was
“not in the interest of New York State.”
The veto:
did not repeal the NYLTA
did not delay the law’s effective date
did not eliminate existing reporting or penalty provisions
The NYLTA remains in effect as originally enacted.
Current Status of the Law
As of today:
The NYLTA has not been repealed or suspended
The January 1, 2026 effective date remains in statute
The law establishes state-level reporting obligations administered by DOS
Official implementation guidance has not yet been issued
Some commentators interpret federal regulatory changes as narrowing the scope of the NYLTA. However, no New York statute, regulation, or agency guidance has formally adopted that interpretation.
What the New York Department of State Can and Cannot Do
The Department of State may determine:
filing portal design and functionality
forms, instructions, and technical requirements
timing and sequencing of enforcement
procedures for corrections and updates
The Department of State cannot:
repeal or suspend the NYLTA
remove statutory penalties
materially eliminate statutory obligations without legislative action
Penalties Under Current Law
The NYLTA includes:
Civil penalties of up to $500 per day for failure to file
Delinquency status for prolonged non-compliance
A limited safe harbor for correcting non-willful errors
These penalty provisions are part of the original law and were not created or removed by the vetoed amendment.
What Businesses Should Do Now
Because the law remains in effect and guidance is still forthcoming, the most prudent approach for LLCs is to:
stay informed
prepare ownership or exemption information
monitor official DOS announcements
avoid assuming that obligations have been eliminated absent formal guidance
Businesses should also be cautious about relying on informal commentary or social media interpretations in the absence of official New York Department of State guidance.
How NYLTA.com™ Helps
NYLTA.com™ is a private compliance platform, not a government agency. We help businesses:
understand statutory requirements
prepare filings or exemption attestations
track official guidance as it is released
reduce the risk of non-compliance
We do not provide legal advice and do not speculate beyond published law and official government statements.
Final Thought
When federal and state compliance frameworks intersect, uncertainty is common. What is clear from the statutes and official guidance is that the NY LLC Transparency Act remains law, and its implementation date has not changed.
Businesses that prepare early will be best positioned to respond once final guidance is issued.
Authoritative References (Primary Sources Only)
New York Limited Liability Company Transparency Act, NY Laws of 2024
Senate Bill S8432 (2025) and Governor Kathy Hochul’s veto memorandum
31 U.S.C. § 5336 (Corporate Transparency Act)
31 CFR § 1010.380 (FinCEN BOI Regulations)
FinCEN Interim Final Rule & BOI FAQs (effective March 26, 2025)