Alerts

New York Moves to Clarify LLC Transparency Act

The New York State Legislature passed amendments to the New York LLC Transparency Act (the “Act”) ahead of pending effective date of January 1, 2026. These amendments aim to clarify key definitions and requirements following changes to the federal Corporate Transparency Act (the “CTA”), which the New York law heavily references. However, the amendments have not yet been sent to the governor, and they don’t fill in all of the gaps.

The original New York Act, modeled closely after the federal CTA, incorporated many of the CTA’s definitions and exemptions by direct reference. However, in March 2025, the U.S. Treasury Department’s Financial Crimes Enforcement Network (“FinCEN”) released an Interim Final Rule that significantly altered the CTA, prompting the need for New York to reestablish clarity and intent within its own legislation.

To that end, New York Assembly Bill 8662 was introduced in late May 2025 and later substituted by Senate Bill 8432 (S8432). While the bill has passed both houses and is expected to be signed by the governor, it does not address all outstanding questions regarding the law and its implementation.

The legislation introduces clearer, more explicit definitions of core terms, aligning closely with the CTA’s initial Final Reporting Rule rather than its more recent amendments. For example, the bill explicitly provides definitions of key terms such as:

Beneficial Owner: Any individual who either:

- Exercises substantial control over an LLC, or
- Owns or controls 25% or more of the LLCs ownership interests.

Reporting Company: Any domestic or foreign LLC that does not meet one of the 23 listed exemptions.
Exemptions (largely mirroring those under the CTA) include but are not limited to:

- Publicly traded companies
- Banks and credit unions
- Registered broker-dealers
- Venture capital fund advisers
- Accounting firms
- Tax-exempt nonprofits
- Large operating companies
- Inactive entities, subject to the following criteria:

- - In existence for over one year
  - Not engaged in active business
  - Not owned by a foreign person
  - No changes in ownership or asset transfers over $1,000 in the past 12 months
  - No assets or ownership in any other LLC

Notably, the bill does not define “Applicant”, continuing to refer to the definition provided under 31 U.S.C. § 5336(a)(2). This omission has been brought to the attention of legislators, and revisions may still be made.

Additionally, neither “substantial control” nor “ownership interest” have been defined.

Compliance Challenges and Practical Concerns

A few operational gaps remain unaddressed:

No FinCEN ID equivalent: Unlike the federal system, the New York Act does not provide a substitute ID mechanism. As a result, individual beneficial owners and company applicants may be required to provide personal identifying information, creating privacy concerns.
Existing entities must report applicant information: This includes data on those involved in the LLC formation or registration no matter how long ago.

Implementation Timeline and Filing Requirements

The New York Department of State is currently developing the electronic filing system needed to support the Act. However, the state has not started drafting administrative rules and has indicated no urgency in doing so. As a result, many important compliance questions remain unanswered.

Filing Deadlines:

Existing LLCs (formed before January 1, 2026): Must file a beneficial ownership disclosure or exemption attestation by January 1, 2027.
New LLCs (formed on or after January 1, 2026): Must file within 30 days of formation or registration.

Required Information for Beneficial Ownership Disclosure:

Full legal name
Date of birth
Current home or business street address
Unique ID number from an unexpired:

- Passport
- State-issued driver’s license
- Other government-issued ID

Annual Requirements:

Once their initial disclosure is filed, all LLCs must file an annual statement confirming or updating:

- Beneficial ownership information
- Principal executive office address
- Other details as required by the Department of State

Exempt LLCs must file an annual attestation detailing the exemption and supporting facts.

Penalties for Non-Compliance

Failure to file the required information or exemption attestation will trigger enforcement actions:

30+ days past due: Status marked as “Past Due” on public records
2+ years past due: Status marked as “Delinquent” on public records
Penalties:

- Up to $500 per day in fines
- Possible suspension, cancellation, or dissolution by the New York Attorney General

Final Thoughts

While S8432 attempts to establish clarity in light of recent federal developments, significant open questions remain. The absence of administrative rules and lack of a privacy-friendly reporting mechanism pose challenges for companies and professionals alike.

As the implementation date approaches, stakeholders should monitor legislative developments closely, begin assessing compliance strategies, and prepare for a wave of reporting and disclosure obligations in 2026.

Corporate Entity Manager (CEM): Now Live on Your Client Dashboard

We’re thrilled to introduce our updated Corporate Entity Manager (CEM) — an intuitive and easy-to-use platform designed to help you simplify and streamline how you manage your business entities. Available now through your Capitol Services Client Dashboard, CEM gives you a centralized place to organize and maintain all your important corporate information securely and efficiently.

What You Can Expect from Our Corporate Entity Manager

With CEM, you can easily store and manage all your essential corporate details in one place — including company names, company types, charter numbers, formation dates, tax IDs, management information, and ownership details. That means your records are always accurate, up-to-date, and easy to access whenever you need them.

Seamless Registered Agent Integration

As a client using Capitol Services as your registered agent, CEM integrates seamlessly with your registered agent data. This lets you easily track service of process and official notices alongside your entity records.

Annual Report Management Made Simple

We’ve included an Annual Report Calendar to help you keep track of filing deadlines. If enrolled in our Annual Report Management Service (ARMS), you will have direct access to your filed annual reports and the company information that you have provided to us using ARMS Verify will prepopulate in CEM. This integration creates efficiency and means that you only have to update a company’s management information once in the event that it changes.

Keep Key People Organized with the Contact Library

To help you manage your entities even more efficiently, we’ve included a built-in Contact Library. This feature lets you store and organize contact information and link contacts directly to specific companies, ensuring that every name, title, email, or phone number is at your fingertips. No more hunting through spreadsheets or email threads — just fast, reliable access to the information you need, right where you need it.

Customizable and Easy to Use

Our platform lets you create custom fields to fit your unique business needs, and our powerful search and export tools make finding and analyzing your data quick and straightforward.

Generate company profiles that allow you to share key details about a company efficiently
Search service of process, notices, and filed annual reports
Export search results to spreadsheets
Create a list of all your companies
View a complete guide of annual report due date for all companies on your account

Easy Access and Support

The Corporate Entity Manager is available now — and it’s included at no extra charge for clients with Capitol Services as their registered agent. Simply log in to the Client Dashboard with your existing credentials to get started. Need help? A comprehensive CEM User Guide is available to guide you through the platform’s features.

If you have questions or need assistance, the CEM support team is ready to help at 800-345-4647 or cem@capitolservices.com.

What’s Next? CEM Pro Coming in 2026

We’re not stopping here! We’re already hard at work developing CEM Pro, an enhanced version of the Corporate Entity Manager that will launch in 2026. CEM Pro will bring exciting new features like:

Management of companies not represented by Capitol Services
Document storage
Compliance calendaring with notifications and reminders
Invoice review and payment
Sophisticated user permissions
Enhanced reporting tools

If you want to stay ahead of the curve, join our CEM Pro waitlist for early updates and demos.

Join Us on This Journey

With the launch of our enhanced Corporate Entity Manager, we’re proud to offer you a modern, efficient solution that saves you time and gives you greater control over your corporate information.

Coming Soon: New & Improved Corporate Entity Manager (CEM)

At Capitol Services, we are committed to supporting our clients with tools that make their work easier. To that end, we’re excited to announce that our updated Corporate Entity Manager (CEM) will launch in the final quarter of 2025! If you’re currently using our system, rest assured—all the existing features you rely on will remain, with powerful new enhancements added.

A Streamlined, Intuitive Experience

The redesigned CEM provides a user-friendly interface accessible through your Capitol Services Client Dashboard. For every company we represent as registered agent, you’ll be able to:

View registration information across all states
Access service of process and official notices received on your behalf
Maintain company principals, beneficial owners, company contacts, and other corporate data.
Retrieve filed annual reports if you’re enrolled in our Annual Report Management Service (ARMS)

Users can search and access documents at the account level, company level, or within individual state registrations, making it easier than ever to find exactly what you need.

Centralized Company and Contact Information

Within CEM, you may store and update management and ownership details for each company. If a company is enrolled in ARMS, the information you’ve submitted through ARMS Verify will automatically prepopulate, streamlining the update process.

Our Contact Library lets you manage contact details in one place. When a contact’s information changes, the updates will apply to every company where that individual is listed as an officer, director, member, manager, or owner.

Powerful Reporting Tools

Robust reporting capabilities are built right into the new CEM:

Generate company profiles to share with others
Search service of process, notices, and filed annual reports
Export search results to spreadsheets
Instantly generate a list of all your companies
View a comprehensive chart of annual report due dates with a single click

Free Access for All Clients

The Corporate Entity Manager is a complimentary tool for all Capitol Services registered agent clients. Existing users will be automatically upgraded when the new platform goes live.

Your login credentials remain the same—your email address is your username, and resetting your password is simple if needed.

Stay Tuned! More to Come

This is just the beginning! Even more enhancements are planned for 2026, and we are excited to continue creating tools that support your success.

Keep an eye on your inbox for an official announcement of the release of CEM later this year.

TX Secretary of State (SOS) UCC Modernization Program

Officially launched on September 1, 2025, the Office of the Texas Secretary of State implemented a new UCC online filing system and will no longer accept paper filings by mail, fax, or in person. All filings now must be submitted through their online portal that aims to deliver a streamlined UCC filing and search experience.

While we know that change can be hard and that this workflow is different, Capitol Services has been working closely with the Texas SOS over the past few months to ensure a smooth transfer in services. Rest assured that you may continue to submit your Texas UCC filings to us in your same preferred manner as before, either via email or through our UCC Filing Manager system. On the upside, Texas SOS UCC filing evidence will now be returned much quicker than before, with welcomed turnaround times of 1-2 business days. As a bonus, filing fees have also decreased! Please don’t hesitate to reach out to us with any questions about the new Texas SOS system – we are here to make the transition seamless for you.

Are you wondering if Corporate processes will also undergo a modernization effort? The answer is yes. While the Texas SOS hasn’t released a date for the Corporate changeover, they have confirmed that they aim to roll this system out sometime in 2026. Capitol Services is staying on top of updates and will be prepared to tackle this implementation as well, so our clients can sit back and relax knowing that their filings will be handled.

Delaware: Statutory Changes Effective August 1, 2025

Description: Bills amending corporation, LLC, and partnership laws were signed on June 30, 2025 and go into effect on August 1, 2025.

On June 30, 2025, Delaware Governor Matt Meyer signed into law four significant bills that amend the state’s statutes governing corporations, limited liability companies (LLCs), limited partnerships (LPs), and general partnerships (GPs). These changes, effective August 1, 2025, introduce new compliance requirements and clarify existing legal processes for businesses operating under Delaware law.

Common Provisions Across All Four Bills

Two updates apply uniformly across the amended statutes:

Registered Agents Must Have a Physical Presence

A registered agent may not use a virtual office or mail forwarding service to perform its duties. A “virtual office” is defined as “the performance of duties or functions solely through the internet or solely through other means of remote communication.”

Codified Use of Certificates of Correction to Nullify Filings

While filing a certificate of correction to nullify a previously filed document was historically accepted, the law now explicitly authorizes this option. Such filings must identify the specific inaccuracy or defect and clearly state that the original instrument is nullified or void.

Highlights of Each Bill

Senate Bill 95 – General Corporation Law (Title 8)

This bill includes several notable changes for corporations:

New Disclosure Requirement: A corporation must now disclose the nature of its business on its annual franchise tax report.
Principal Office Restrictions: A corporation is now prohibited from using its registered agent’s address as its principal place of business, except when the corporation is acting as its own registered agent.
No Assumption of Registered Office Being Principal Office: As amended, Title 8 no longer includes provisions that deem a corporation’s registered office as the principal office or principal place of business in the state. Registered office is now clearly defined as the address of the registered agent appointed to accept service of process.
Streamlined Merger Filings: A certificate of merger or consolidation no longer needs to list the authorized capital stock of a foreign corporation that ceases to exist as a result of the merger or consolidation.
Updated Reinstatement Requirements: A certificate of revocation of dissolution for a domestic corporation must include the original incorporation date and the date of dissolution. When reinstating, a foreign corporation must file all annual reports and pay all applicable taxes and fees that would have been assessed during the period of forfeiture.
No Franchise Tax Relief via Correction or Validation: Filing a certificate of validation to ratify one or more defective corporate acts will not reduce the interest associated with the franchise taxes owed for previous periods. A corporation is not entitled to a refund of franchise taxes, penalties, or interest in connection with filing a certificate of correction or certificate of validation.
Extension of Internal Claims Protections: Statutory protections now apply to intra-corporate affairs claims, aligning with the Salzberg v. Sciabacucchi decision.

[Full text and further details available on the Delaware General Assembly website.]

Senate Bill 96 – Delaware Revised Uniform Partnership Act (Title 6)

Key updates for general partnerships (GPs) and limited liability partnerships (LLPs) include:

Consolidation Requirements: A statement of partnership existence must now be attached to a certificate of consolidation in which the resulting entity is a domestic partnership.
Foreign LLP Qualification: An LLP must disclose its jurisdiction of formation and formation date on its statement of foreign qualification, as well as include a statement from a partner that, as of the date of filing, the foreign LLP validly exists as a limited liability partnership under the laws of its jurisdiction of formation.
Tax Payment Upon Cancellation: A partnership must pay all annual taxes for the calendar year before filing a statement of cancellation.
Void or Voidable Acts: New provisions provide guidance on ratifications or waivers of a void, voidable act, or transaction to include those taken by any partner or other person in addition to those taken by the partnership.

[Full text and further details available on the Delaware General Assembly website.]

Senate Bill 97 – Delaware Revised Uniform Limited Partnership Act (Title 6)

Changes for limited partnerships (LPs) include:

Disclosure of Liquidating Trustees: A dissolved LP is required to file an amendment to disclose the names and addresses of any liquidating trustees, unless the limited partners are the liquidating trustees. If the limited partners are winding up the LP’s affairs, an amendment should be filed to reflect that fact.
New Filing Requirements: A certificate of limited partnership must be attached to a certificate of consolidation in which the resulting entity is a domestic LP.
Execution of Foreign LP Filings: An application for registration, certificate of correction, or certificate of cancellation shall be executed by any person authorized to execute the certificate on behalf of the foreign LP.
Tax Obligations: An LP must pay all annual taxes for the calendar year before filing a statement of cancellation or withdrawal.
Void or Voidable Acts: New provisions provide guidance on ratifications or waivers of a void, voidable act, or transaction to include those taken by any partner or other person in addition to those taken by the LP.

[Full text and further details available on the Delaware General Assembly website.]

Senate Bill 98 – Delaware Limited Liability Company Act (Title 6)

For LLCs, the law introduces the following changes:

Consolidation Filings: A domestic LLC formed via consolidation must attach a certificate of formation to the certificate of consolidation.
LLC Agreements: An LLC agreement may be amended in connection with a division of an LLC and a merger of a registered series of an LLC.
Tax Payment Required for Cancellation: An LLC must pay all annual taxes for the calendar year before filing a certificate of cancellation.
Void or Voidable Acts: New provisions provide guidance on ratifications or waivers of a void, voidable act, or transaction to include those taken by any member, manager, or other person in addition to those taken by the LLC.

[Full text and further details available on the Delaware General Assembly website.]

Practical Note: In conjunction with these statutory changes, the Delaware Secretary of State’s office may update their promulgated forms. If submitting a filing after August 1, please confirm that any forms being used are the most current version.

For full legislative texts and resources, visit the Delaware General Assembly’s website.

State-specific resources for Delaware (and all other states) can be accessed via Capitol Services’ website here.

ARMS Now Includes Texas PIRS

For reports due on or after January 1, 2024, the Texas Comptroller of Public Accounts increased the franchise no tax due threshold to $2.47 million and eliminated the requirement for taxable entities whose annualized total revenue is below that amount to file No Tax Due Reports. More information on this update can be found on the Texas Comptroller’s website.

With this change, we are excited to announce that we have added entities below the no tax due threshold to our Annual Report Management Service. In 2025, our team will file Texas Public Information Reports on behalf of our clients.