New York’s transparency act now reaches 41 companies and $1,025 a year.

Start with the law as written. Chapter 772 of the Laws of 2023, rewritten by Chapter 102 of the Laws of 2024 on a bill sponsored by Senator Brad Hoylman-Sigal and signed 1 March 2024, added §§ 1106–1108 to the New York Limited Liability Company Law and set them running on 1 January 2026. Every “reporting company” formed or authorised in New York must file a beneficial ownership disclosure; every “exempt company” must file an attestation of exemption; entities already authorised on 1 January 2026 have until 31 December 2026; and both filings cost $25. The press called it New York’s answer to the Corporate Transparency Act. On the State’s own numbers it was aimed at 2,067,031 domestic LLCs, 174,202 foreign-registered LLCs and 56,022 professional-service LLCs besides.

Now read § 1106(b). “Reporting company” is not defined in Albany. It “has the same meaning as set forth in 31 U.S.C. § 5336(a)(11)” and the regulations under it, narrowed only to limited liability companies. New York wrote a pointer into a federal rulebook and then stopped writing. On 26 March 2025 FinCEN issued an interim final rule exempting domestic reporting companies from beneficial ownership reporting altogether, and on 14 August 2026, at 91 FR 52508, adopted it as final. Whatever one thinks of that rule, its effect on New York was automatic and silent: the pointer now resolves to foreign entities only.

The Department of State says so itself. Its Beneficial Ownership Disclosure FAQ, stated to be “based upon Federal and State statutes and regulations in effect on December 23, 2025,” defines a reporting company as “a limited liability company that was formed outside of the United States and is authorized to do business in New York State,” and answers at Q4 that domestic LLCs and LLCs formed in another state or United States territory — Puerto Rico included — are exempt from reporting. New York’s transparency statute now applies to companies formed under the law of a foreign country and to nobody else.

So count them. The State publishes Active Corporations: Beginning 1800 on data.ny.gov, one row per live entity with a jurisdiction column, last updated 14 October 2026. Of 174,202 active foreign limited liability companies, 112,655 were formed in Delaware, 11,776 in New Jersey, 6,453 in Florida. Grouped by jurisdiction, the entries outside the United States are: Marshall Islands 14, England-Wales 11, England 7, New Brunswick 3, and one each from Scotland, Northern Ireland, Quebec, Alberta, Nunavut and the Northwest Territories. That is 41. Add the Federated States of Micronesia and two colonial-era labels — Caroline Islands, Canal Zone — and the ceiling is 44. The 2,042 foreign professional-service LLCs contain no foreign-country jurisdiction at all. The entire covered population of the New York LLC Transparency Act fits on one screen, with the address for service of process printed beside each name.

At $25 a filing the programme collects $1,025 a year. Written as drafted it would have collected $57,431,375. And the enforcement ceiling did not shrink with the population: § 1108 lets the Attorney General “assess a fine of up to $500 for each day the reporting company has been past due or delinquent,” past due begins at 30 days, suspension follows 30 days after the Department’s notice, and a suspended company is “prohibited from conducting business in New York state” until it pays. Forty-one companies at $500 a day is $20,500 a day. The Attorney General can assess the programme’s entire annual fee revenue in 1 hour 12 minutes.

Who is actually standing there matters more than the count. The largest single foreign jurisdiction is the Marshall Islands, the world’s second-largest ship registry; the second is the United Kingdom, at 20 across its four law districts; the third is Canada, at 7. These are vessel-owning and property-holding vehicles with American operations, American counsel and no appetite whatever for being “prohibited from conducting business in New York state” over a $25 form. One year past due is $182,500 of exposure each. Nobody is selling to them, because the vendors who built for this market built for a different number.

The federal half explains why. FinCEN’s residential real estate rule — 850,000 reports a year, a 111-item form, a seven-tier cascade — took effect 1 March 2026 after a postponement announced 30 September 2025, and was vacated nationwide on 19 March 2026, eighteen days later, by Judge Jeremy D. Kernodle in Flowers Title Companies, LLC v. Bessent, No. 25-cv-127 (E.D. Tex.), on the ground that it exceeded FinCEN’s authority under the Bank Secrecy Act. FinCEN has appealed; the pause holds. Yet FinCEN’s paperwork submission for the same collection, OMB control number 1506–0080, still carries 850,000 responses a year and a revised burden of 4,960,628 hours and $676,300,895 — $795.65 and 5.836 hours per report, against the same notice’s incremental estimate of 15 minutes and $38.37. Vendors are still quoting $189 a report against it.

Here is the reading nobody holds. The 2025–26 retreat did not end American beneficial-ownership reporting; it reduced it to a single criterion, and the criterion is where the entity was formed. FinCEN’s rule keeps foreign reporting companies and drops domestic ones. New York’s statute, by pointing at FinCEN’s, does the same. The vacated real estate rule would have caught transferee entities regardless of formation — and it is the one that died. What survives is not a jurisdiction and not an industry. It is a column in a file that every state gives away, and FinCEN’s own estimate of how many entities sit under it nationally is approximately 25,000. New York’s 41 are 0.164% of them, and they are the ones with a deadline in 71 days.