Client Alert: New York LLC Transparency Act: What New York LLCs Need to Know Before 2026
UPDATE – New York LLC Transparency Act: Key Compliance Obligations and Considerations
Date: November 5, 2025
The New York Limited Liability Company Transparency Act (“NY LLCTA”), which was modeled after the Corporate Transparency Act (“CTA”), is set to take effect on January 1, 2026. The NY LLCTA, originally signed into law on December 23, 2023, and amended on March 1, 2024, imposes new reporting obligations on certain LLCs. If you own, manage, control, or plan to form a limited liability company either in New York or registered to do business as a foreign LLC in New York, this legislation will create reporting obligations about who owns and controls your company. LLCs formed or registered on or after January 1, 2026, must file a Beneficial Ownership Information (“BOI”) report or attestation of exemption within 30 days of formation or registration. LLCs formed or registered before January 1, 2026, have until January 1, 2027, to submit their initial filing with the New York Department of State (“NYDOS”).
The New York Legislature passed amendments to the NY LLCTA, aiming to clarify how it will interact with the federal CTA, especially in response to the U.S. Treasury’s Financial Crimes Enforcement Network’s (“FinCEN”) recent interim final rule that significantly narrows which entities must report beneficial ownership information (see previous Client Alert). Furthermore, the NY LLCTA incorporates by reference various defined terms of the CTA, and certain regulations thereunder, however, this is only to the extent such terms relate to LLCs formed or authorized to do business in New York. It is important to note that FinCEN issued a final rule that implemented the CTA’s BOI reporting provisions, and as such, attention needs to be given to the Final Reporting Rule and future amendments to the CTA. This is crucial, because the NY LLCTA incorporates by reference the definition of a “beneficial owner” as provided under the CTA, as discussed below.
While the NY Legislature amendments aim to provide clarity before the NY LLCTA’s January 1, 2026, effective date, important questions remain unresolved, leaving businesses and practitioners uncertain about their compliance obligations under both state and federal law.
Who Is Affected - Entities Subject to Reporting
The NY LLCTA applies to all LLCs, either formed by filing with the NYDOS or registered as foreign LLCs under Article VIII of the New York Limited Liability Company Law. The NY LLCTA includes 23 exemptions, closely aligned with those under the CTA. These include exemptions for publicly traded companies, regulated financial institutions, broker-dealers, venture capital fund advisers, certain nonprofits, accounting firms, large operating companies (defined as having at least 20 full-time employees, over $5 million in annual revenue, and a physical office in New York), and certain inactive entities. If your LLC qualifies for an exemption, you will still need to file an attestation with the NYDOS stating which exemption applies and why.
What Must Be Reported - Beneficial Ownership Disclosure Requirements
LLCs that are not exempt must disclose “beneficial ownership” information. A beneficial owner is any individual who either (i) exercises substantial control over the LLC or (ii) owns or controls at least 25% of the LLC’s ownership interests. For each beneficial owner, the filing will require the individual’s full legal name, date of birth, residential or business street address, and a unique identification number from a government-issued ID, such as a passport or driver’s license. Exempt LLCs are also required to file an attestation of exemption. Notably, the NY LLCTA incorporates key definitions from the CTA, including those for “Applicant,” “Substantial Control,” and “Ownership Interest” as defined under 31 U.S.C. § 5336(a). This reliance on federal definitions may create interpretive uncertainty unless further guidance is issued at the state level. Non-LLC entities do not need to file an attestation of exemption, as the NY LLCTA only applies to LLCs.
Filing Deadlines and Ongoing Obligations
The timing depends on when your LLC was formed or registered in New York:
| LLC Formation/Registered Date | Initial Filing Deadline |
| Before January 1, 2026 | File beneficial ownership disclosure/exemption attestation by January 1, 2027 |
| On or after January 1, 2026 | File beneficial ownership disclosure/exemption attestation within 30 days of formation or registration |
All entities, whether reporting or exempt, must file an annual statement with the NYDOS confirming or updating their beneficial ownership information (or exemption status), the street address of their principal executive office, and any additional information the NYDOS may require.
Penalties for Missing Deadlines
Entities that fail to file or update required reports within 30 days of the applicable deadline will be labeled “Past Due” in the Department’s public records. If noncompliance continues for more than two years, the entity will be classified as “Delinquent.” Monetary penalties may include fines of up to $500 per day, and the New York Attorney General may bring an enforcement action to suspend, cancel, or dissolve the delinquent entity. Unlike the CTA, the NY LLCTA does not impose a criminal penalty.
Legislative Amendments and Clarifications
To clarify the scope of the NY LLCTA and ensure its enforceability, the New York Legislature passed Senate Bill S8432 (substituting A8662A) in 2025. This legislation affirms that the NY LLCTA applies exclusively to LLCs and retains the 23 exemptions. It also continues to rely on certain federal definitions to avoid duplicative rulemaking at the state level. Although the bill has passed both chambers, it awaits gubernatorial signature. Until implementation regulations are issued and the electronic filing system is finalized, procedural uncertainties remain.
The NY LLCTA provides that all BOI collected will be maintained in a secure database, deemed confidential, and not subject to public disclosure, except as authorized by law. The law does permit the NYDOS to share information concerning BOI who are natural persons (i) when pursuant to a written request of or by voluntary written consent of the beneficial persons; (ii) by court order; (iii) to officers or employees of another federal, state, or local government agency, when disclosure is necessary for such agency perform its official duties; or (iv) for a valid law enforcement purposes. BOI information disclosed is not permitted to be further disclosed by any recipient, except as authorized by law or as necessary to perform prescribed statutory duties. The NYDOS under the NY LLCTA is not required to notify the entity of the request or the disclosure, except as required by law (this is converse to the CTA, which requires FinCEN to notify the entity of a request or disclosure, unless prohibited by law).
Unresolved Issues and Compliance Gaps
Several compliance gaps remain unresolved. Currently, New York has no equivalent to the federal FinCEN identifier, meaning that individuals must disclose personal identifying information directly in state filings. Existing LLCs may be required to report information on historical applicants, which could be burdensome for older entities. The NYDOS has not yet released implementing regulations or launched the electronic reporting portal, leaving procedural mechanics unsettled. Moreover, continued reliance on federal CTA definitions without full restatement could expose the NY LLCTA to interpretive risks if federal rules are modified or repealed.
Recommended Immediate Steps for Compliance
Given these developments, LLCs and their management teams should take proactive steps to prepare for compliance.
- First, monitor guidance from the NYDOS and legislative updates, especially regarding implementing regulations, and consider assembling an internal corporate compliance manual for the company to establish procedures and accountability for the organizational and management team.
- Second, inventory all LLCs formed or registered in New York within your organization.
- Third, begin identifying beneficial owners and formation applicants to ease future reporting burdens.
- Fourth, assess privacy and data security protocols since these filings will include sensitive personal information.
- Finally, where applicable, coordinate NY LLCTA compliance with federal CTA obligations to ensure consistency and avoid duplicative filings.
If you have questions about whether your LLC is exempt, who counts as a beneficial owner, or how to align state and federal filings, we can help you assess your obligations and prepare the necessary information.
The information contained here is not intended to provide legal advice or opinion and should not be acted upon without consulting an attorney. Counsel should not be selected based on advertising materials, and we recommend that you conduct further investigation when seeking legal representation.