A subsidiary of a foreign parent—whether a corporation or a limited liability company (“LLC”)—that is incorporated or formed in a U.S. state is considered a U.S. domestic entity for the purposes of the requirement to file a beneficial ownership report and thus exempt from filing such a report. But if a foreign (non U.S.) corporation or LLC registers to do business in any state in the U.S., it must file a beneficial ownership report with the Financial Crimes Enforcement Network ("FinCEN"), an agency of the U.S. Department of The Treasury. If the entity is a foreign LLC that registers in New York, it has to file a beneficial ownership report with the New York Department of State.
Previously, in February and March 2025, we reported on the requirements for reporting information about the beneficial ownership of corporations and limited liability companies under the federal Corporate Transparency Act, as well as changes to that act. New York also enacted a similar law but which only applied to LLCs. Both the Corporate Transparency Act and the New York Limited Liability Transparency Law were enacted as part of international efforts, in cooperation with other nations and financial institutions, to combat money laundering. Below is an update on both the federal and state law.
Corporate Transparency Act. In 2021, Congress enacted the Corporate Transparency Act (31 U.S.C. § 5336) which required most privately held corporations and LLCs, whether incorporated or formed in a U.S. state or in a foreign country, that did business in any U.S. state to register their beneficial owners—the individuals who actually owned an interest (a share or a membership interest) in a corporation or LLC. The initial round of reports were due on or before January 1, 2025, to be filed with FinCEN.
In 2024, two lawsuits challenged the Corporate Transparency Act, and the courts issued injunctions halting its enforcement which were later stayed. In March 2025, the Department of The Treasury issued an interim rule that exempted domestic corporations from reporting their beneficial ownership but required foreign (non U.S.) corporations and LLCs to file beneficial ownership reports. On August 14, 2026, FinCEN issued the final rule on the federal statute. As narrowed by the final rule, the federal statute now applies only to corporations and LLCs incorporated or formed in a foreign country that register to do business in any U.S. state. The report of beneficial ownership is due within 30 calendar days of receiving notice from a state agency that it has been registered to do business in that state.
New York LLC Transparency Law. On January 1, 2026, New York passed the LLC Transparency Act (N.Y. Ltd. Liab. Co. Law §§ 1106-1108) for the purpose of reporting beneficial ownership information of limited liability companies registered to do business in the State of New York. Initially, as enacted, the law also applied to domestic LLCs formed in the other 49 states and territories of the United States, as well as LLCs formed in foreign countries. However, because the law defined “a reporting company” based on the definition in the federal Corporate Transparency Act (31 U.S.C. § 5336(a)(11)), with the revisions made to the federal act, the New York law is also limited to LLCs that were formed in foreign countries.
Similar to the federal act, foreign (non U.S.) LLCs that register to do business in New York must report their beneficial ownership to the New York Department of State within 30 days of an initial filing of an application for authority with the state. But all previously authorized foreign LLCs must file their report on or before December 31, 2026.