USA: Federal Corporate Transparency Act Exemptions and New York LLC Reporting Requirements

Introduction

The federal Corporate Transparency Act (CTA) has officially come to an end for domestic reporting companies, following the introduction of a final rule by the U.S. Department of the Treasury’s Financial Crimes Enforcement Network (FinCEN).

The Final Rule permanently exempts U.S. entities from the requirement to submit beneficial ownership information reports (BOIRs). However, the exemption does not extend to certain foreign (non-U.S.) companies registered to conduct business in the United States, which remain subject to federal reporting obligations.

Meanwhile, the New York LLC Transparency Act (NY LLCTA), which took effect on January 1, 2026, continues to impose beneficial ownership disclosure requirements on certain foreign limited liability companies (LLCs) registered to do business in New York.

These developments create two distinct reporting regimes, with important implications for foreign companies operating in the United States.

Federal Corporate Transparency Act: FinCEN’s Final Rule

Published in the Federal Register and effective August 14, 2026, FinCEN’s Final Rule permanently exempts all entities formed in the United States, including those previously classified as domestic reporting companies, and their beneficial owners from federal beneficial ownership information reporting requirements.

Previously, companies subject to the CTA were required to submit BOIRs containing information about their beneficial owners, including addresses and identifying documentation.

The Final Rule follows FinCEN’s interim final rule, effective March 21, 2025, which removed the requirement for domestic reporting companies to update previously submitted reports when beneficial ownership information changed.

The Final Rule makes these exemptions permanent, removing continuing CTA filing and updating obligations for domestic reporting companies.

Treatment of Previously Submitted Beneficial Ownership Information

The Final Rule also addresses information previously submitted to FinCEN by entities that are now exempt from reporting.

FinCEN has announced that it will undertake efforts to remove beneficial ownership information previously submitted under the CTA where such information is no longer required under the Final Rule.

However, it remains unclear whether affected entities will receive confirmation that their previously submitted information has been successfully removed.

Continuing Federal Obligations for Foreign Companies

Although domestic U.S. companies are exempt from federal beneficial ownership reporting, certain foreign entities remain subject to the CTA.

Under the Final Rule, reporting obligations continue to apply to non-exempt companies that:

• Are formed under the laws of a foreign country; and

• Are registered to do business in a U.S. state or tribal jurisdiction through the filing of a document with a secretary of state or equivalent authority.

These companies must continue to report beneficial ownership information relating to their non-U.S. beneficial owners, unless they qualify for an applicable exemption.

Foreign companies that previously qualified for exemptions recognised by FinCEN remain exempt from federal beneficial ownership reporting requirements.

Consequently, the Final Rule removes federal reporting obligations for domestic entities while maintaining disclosure requirements for certain foreign businesses operating in the United States.

New York LLC Transparency Act: Continuing State-Level Requirements

Unlike the federal CTA, the New York LLC Transparency Act continues to impose beneficial ownership disclosure obligations on certain foreign LLCs.

Effective January 1, 2026, the NY LLCTA requires foreign (non-U.S.) LLCs registered to conduct business in New York to submit beneficial ownership information to the New York Department of State (NYDOS), unless an applicable exemption applies.

The legislation provides 23 exemptions, broadly reflecting those available under the federal framework.

Non-exempt foreign LLCs must disclose identifying information concerning their beneficial owners and company applicants.

Required information includes:

• Full legal name.

• Date of birth.

• Residential or business address.

• An unexpired identification number from an acceptable identification document.

This information is submitted to the NYDOS and maintained in a secure, confidential database.

The information is not publicly accessible but may be disclosed to government agencies and law enforcement authorities for authorised official purposes.

Reporting Requirements for Exempt LLCs

Foreign LLCs that qualify for an exemption under the NY LLCTA are not automatically relieved of all state-level filing obligations.

Exempt entities must submit an Attestation of Exemption to the NYDOS confirming their exempt status.

This attestation must also be updated annually.

The requirement means that foreign LLCs should determine not only whether they qualify for an exemption, but also whether they must submit documentation confirming that exemption.

Annual Reporting and Compliance Obligations

The NY LLCTA establishes ongoing filing requirements for both exempt and non-exempt foreign LLCs.

Non-exempt entities must provide annual beneficial ownership information, while exempt entities must maintain their exemption status through annual attestations.

The legislation also requires relevant entities to submit annual statements confirming their company information with the NYDOS.

Failure to comply with initial or ongoing reporting obligations may result in significant consequences, including:

• Financial penalties of up to $500 per day.

• Suspension of authority to conduct business in New York.

• Potential dissolution of the LLC.

These requirements underline the importance of maintaining accurate company records and ensuring that applicable filing deadlines are met.

Initial Filing Deadlines Under the NY LLCTA

The NY LLCTA establishes different initial reporting deadlines depending on when a foreign LLC became registered to conduct business in New York.

Existing foreign LLCs

Foreign LLCs registered to do business in New York before January 1, 2026, must submit their initial beneficial ownership report or applicable exemption attestation by January 1, 2027.

Newly registered foreign LLCs

Foreign LLCs registered to do business in New York on or after January 1, 2026, must submit their initial report or exemption attestation within 30 days of registration.

Following the initial filing, relevant entities remain subject to the applicable annual reporting or exemption attestation requirements.

Interaction Between Federal and New York Reporting Requirements

Foreign LLCs operating in New York may be subject to reporting obligations under both the federal CTA and the NY LLCTA.

This includes non-exempt foreign LLCs registered to do business in New York, including subsidiaries of foreign corporations where the relevant reporting requirements apply.

As a result, affected businesses must consider their obligations under both regulatory frameworks independently.

An exemption from one reporting obligation should not be assumed to eliminate obligations under the other.

Foreign companies should therefore assess their registration status, beneficial ownership arrangements and eligibility for exemptions under both federal and New York state requirements.

Conclusion

FinCEN’s Final Rule brings greater certainty to domestic U.S. businesses following a prolonged period of regulatory developments and uncertainty surrounding the Corporate Transparency Act.

By permanently removing federal beneficial ownership reporting obligations for U.S.-formed entities, the Final Rule closes an important chapter in the implementation of the CTA.

However, beneficial ownership reporting requirements remain relevant for certain foreign companies registered to do business in the United States.

In New York, the LLC Transparency Act introduces an additional state-level compliance framework for qualifying foreign LLCs, including initial reporting, annual disclosure and exemption attestation requirements.

Foreign businesses operating in the United States, particularly those registered in New York, should therefore remain attentive to their continuing obligations under both federal and state legislation.

Understanding the interaction between these reporting regimes will be essential to maintaining compliance and avoiding potential penalties.

By White and Williams, US, a Transatlantic Law International Affiliated Firm. 

For further information or for any assistance please contact us@transatlanticlaw.com

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