On January 1, 2026, the New York LLC Transparency Act (“NYLTA”) will go into effect. That is certain; what is not is exactly which LLCs will have reporting obligations as of that date, thanks to legislation that is pending signature by New York Governor Kathy Hochul and how it intersects with FinCEN’s Corporate Transparency Act (“CTA”) interim final rule currently exempting all U.S. domestically formed entities. We will soon know how this plays out, and the potential for a late-on-the-calendar change is high, so all LLCs registered to do business in New York should be aware of what is involved – and what may quickly change.

At present, all foreign (non-US formed) LLCs registered to do business in New York are immediately impacted, as of January 1, 2026. For US LLCs formed or doing business in New York, the obligations and timing are directly impacted by SB S8432, which Governor Hochul can sign and enact at any point through December 31, 2025, or modify via a Chapter Amendment. This bill would effectively decouple NYLTA from FinCEN’s CTA, triggering the same reporting requirements for NY LLCs, foreign state LLCs and  foreign country LLCs qualified to do business in New York. Although LLCs existing prior to January 1, 2026, have a year before reports are due, in-scope LLCs ultimately will be required to disclose to the State the identity of their “company applicants” and “beneficial owners”, including details such as full legal name, date of birth, address, and a unique government issued identifier number (such as a driver’s license or passport number). Failure to comply can trigger financial penalties and flag the LLC as “delinquent”, which can result in loss of business rights in the state and even dissolution.

On Tuesday, December 9, please join AIMA for a webinar with Troutman Pepper Locke on the NYLTA, to consider what you must do ahead of the fast approaching “live” date for NYLTA and thereafter. During the session, we will discuss the nuts and bolts of the NYLTA, including exemptions, and how fund managers can ensure compliance for themselves and for their portfolio companies now and going forward. As always, questions are welcome and encouraged.

Panelists:

 Barry J. Bendes, Counsel, Troutman Pepper Locke

 Suzan Rose, Senior Adviser, Government and Regulatory Affairs, AIMA

Sponsored by: