New York LLC Transparency Act to Take Effect January 1, 2026

The New York LLC Transparency Act, which imposes new disclosure requirements on limited liability companies (LLCs) formed in New York as well as foreign LLCs authorized to do business in New York, goes into effect on January 1, 2026.

Under the New York LLC Transparency Act (NYLTA), all LLCs formed or registered to do business in the State of New York will have to file either the required beneficial ownership disclosure or an attestation of exemption with the New York Department of State. The beneficial ownership disclosure requires each “reporting company” to identify each applicant and “beneficial owner” and report such individuals’ full legal name, date of birth, current home or business street address, and a unique identifying number from a valid identification document.

While limited to LLCs, the NYLTA incorporates the definitions of “reporting company,” “exempt company,” and “beneficial owner” by reference to the federal Corporate Transparency Act (CTA) and any regulations promulgated thereunder. 

As discussed in a prior LawFlash, the Financial Crimes Enforcement Network (FinCEN) issued an interim final rule in March 2025 revising the definition of “reporting company” for purposes of the CTA to mean only those entities that are formed under the laws of a foreign country and that have registered to do business in any US state or tribal jurisdiction by the filing of a document with a secretary of state or similar office (formerly known as “foreign reporting companies”). As a result, all entities created in the United States became exempt from beneficial ownership information (BOI) reporting requirements.

In recognition of FinCEN’s decision in the interim final rule to exempt all domestic reporting companies and their beneficial owners from the requirement to file BOI reports and its consequential impact on the scope and application of the NYLTA and related disclosure requirements, the New York Legislature in June passed SB S8432 to replace the definitions of reporting company, exempt company, and beneficial owner in order to make them independent of the CTA. The bill is pending the governor’s signature and, if signed, will become law.

While SB S8432 is pending, LLCs formed or registered to do business in New York should prepare to comply with the NYLTA’s reporting obligations described below. As of the date of this LawFlash, the State of New York has not released any guidance on the implementation of the NYLTA and there is no online filing database.

REPORTING OBLIGATIONS AND DEADLINES

LLCs formed or registered to do business in the State of New York before January 1, 2026 are required to file their initial BOI report by December 31, 2026. LLCs formed or registered to do business in the State of New York on or after January 1, 2026 must file BOI reports within 30 days of formation or registration.  

LLCs that qualify for an exemption must file an attestation of exemption, including factual support signed under penalty of perjury, on or before the aforementioned deadlines. All LLCs formed or registered to do business in the State of New York, whether they meet the definition of “reporting company” or “exempt company,” will be required to file annual updates to confirm or amend the information on record.  In contrast with the CTA, there is no FinCEN ID equivalent in the NYLTA, so individual beneficial owners and applicants will need to directly disclose their personal information.

LLCs that fail to file within 30 days of the applicable deadline will be marked as “past due” on the New York Department of State’s records. If the failure extends beyond two years, the company will be listed as “delinquent.” These notations are not merely administrative; they are accompanied by financial penalties of up to $500 for each day of noncompliance, with an additional fine of $250 for the initial failure to file. In more serious cases, the state may suspend, cancel, or dissolve the LLC entirely.

We will continue to monitor further developments pertaining to the NYLTA, SB S8432, the New York filing database, and FinCEN’s interim final rule.