As 2025 came to a close, New York Governor Kathy Hochul vetoed legislation that would have significantly expanded the scope of New York’s Limited Liability Company Transparency Act (the NY Transparency Act). The vetoed bill, Senate Bill S8432, would have imposed new beneficial ownership filing requirements on both U.S. and non-U.S. nonprofit organizations that include LLCs formed or registered to do business in New York within their organizational structures.

Governor Hochul’s veto limits the reach of the NY Transparency Act. As a result, the Act’s beneficial ownership disclosure and exemption attestation requirements apply only to LLCs formed outside of the United States that are registered to do business in New York. These requirements became effective on January 1, 2026. Accordingly, foreign nonprofits and other foreign LLCs operating in New York should be prepared to comply with the new reporting obligations.

Nonprofit organizations should assess whether they hold ownership interests in any foreign LLCs that are registered to do business in New York and therefore subject to beneficial ownership reporting or exemption attestation requirements with the New York Department of State (NYDOS). Although the law currently applies only to non-U.S. LLCs, future developments remain possible.