Hochul Veto Keeps New York LLC Transparency Act Limited to Foreign-Formed LLCs

Overview

• With the amendment bill S8432/A8662 vetoed on December 19, the law will apply only to LLCs formed under foreign country law that are authorized to do business in New York.
• The statute’s effective dates remain January 1, 2026 for newly formed entities and January 1, 2027 for existing entities.
• FinCEN’s interim final rule that took effect March 26, 2025 exempted U.S. persons, sharply narrowing the federal Corporate Transparency Act and, by reference, New York’s law.
• The New York Legislature’s 2025 attempt to decouple state definitions failed, with attorneys noting drafting errors in the bill and the governor citing added mandates not required under federal law.
• The Department of State has not released forms, instructions, or a reporting portal; attorneys advise affected entities to monitor announcements, prepare owner information, and note the 30‑day filing window for new entities after January 1, 2026.