As reported in our March 2025 Alert, the Financial Crimes Enforcement Network (“FinCEN”) issued an interim final rule that effectively suspended Corporate Transparency Act (“CTA”) reporting for U.S. entities. As a result, only entities formed under foreign law and registered to do business in any U.S. state or tribal jurisdiction are currently required to submit beneficial ownership information (“BOI”) to FinCEN.
The New York LLC Transparency Act, originally signed into law in December 2023 and amended in March 2024, is scheduled to take effect on January 1, 2026. The purpose of this law was to create a second, state-run database of BOI for LLCs formed or operating in New York State. In June 2025, both houses of the New York Legislature approved Senate Bill S8432 to address federal-level changes. S8432 was intended to ensure that New York’s BOI reporting regime would operate independently of FinCEN’s evolving CTA framework by introducing a New York-specific definition of a “reporting company” that encompassed all limited liability companies (“LLCs”) formed in New York, as well as foreign LLCs registered to do business there.
However, on December 19, 2025, New York Governor Kathy Hochul vetoed S8432, stating that “imposing additional requirements on LLCs is not in the interest of New York State.” As a result of the veto, only the CTA’s federal anchoring definitions – as significantly limited by the interim final rule – will apply in New York State.
Consequently, existing LLCs formed under the laws of a foreign country that registered to do business in New York before January 1, 2026 will have until January 1, 2027 to submit either an exemption attestation or the required BOI information to the New York Department of State (“DOS”). LLCs formed under the laws of a foreign country that plan to register to do business in New York on or after January 1, 2026 must file a signed exemption attestation or BOI report with the DOS within 30 days of their foreign registration. As of now, however, the DOS has not issued detailed filing instructions or established the required database.
Even before these changes, foreign companies and investors looking to do business in the United States were often well advised to form a U.S. entity as a subsidiary through which to do such business, usually for tax and liability reasons. This is even more true in light of FinCEN’s interpretation of the CTA and New York’s conformity to that interpretation.
Anyone with questions should feel free to reach out to Jason Navarino, Hannah Greendyk, or any member of the Riker Danzig Corporate Group.
