New York LLC Transparency Act – What You Need to Know

The New York LLC Transparency Act (NYLTA) will take effect on January 1, 2026, requiring most limited liability companies (LLCs) formed or authorized to do business in New York (Reporting Companies) to disclose beneficial ownership information or an attestation of exemption directly to the New York Department of State. This state-level law closely models the earlier version of the federal Corporate Transparency Act (CTA) but imposes separate reporting obligations for New York entities—even those exempt at the federal level.

Key Requirements

• Most New York and foreign LLCs must file beneficial ownership disclosures within 30 days of formation or registration.
• Existing LLCs formed or already registered with the New York Department of State before January 1, 2026 have until January 1, 2027 to comply.
• Exempt entities must provide an attestation of exemption, and all LLCs—whether exempt or not—must file annual reports to confirm or amend records.
• Unlike the federal CTA, disclosures must be direct; there is no FinCEN identifier equivalent for privacy.

Major Differences from the Federal CTA

• The federal CTA’s reporting requirement narrowed in early 2025 to focus only on foreign entities, exempting almost all domestic organizations. New York’s law does not adopt this blanket exemption; most LLCs formed or registered in New York remain subject to the new reporting rules.
• The NYLTA mandates annual reports rather than the federal CTA’s update-only-as-needed approach.
• Unlike the federal CTA, the NYLTA does not exempt “company applicants” of LLCs existing before the effective date from filing. A “company applicant” is the individual responsible for filing or directing the filing of the LLC’s organization or authorization documents in New York.

BOI (Beneficial Ownership Information) Reports

• Who: Each individual who (i) directly or indirectly exercises substantial control (managers); (ii) owns or controls 25% or more of the ownership interests of a Reporting Company; or (iii) is responsible for filing or directing the filing of the of the LLC’s organization or authorization documents in New York.
• What: (1) full legal name; (2) date of birth; (3) current home or business street address; and (4) a unique identifying number from an acceptable identification document (ex: US driver’s license or US or foreign passport)
• When: Beneficial ownership reports must occur:
  • LLCs formed or already registered with the New York Department of State prior to January 1, 2026: prior to January 1, 2027
  • LLCs formed or registered with the New York Department of State after January 1, 2026: within 30 days of formation or registration

Penalties for Non-Compliance

• Delinquent LLCs may be fined up to $500 per day for ongoing reporting failures.
• The New York Attorney General is empowered to suspend, cancel, or dissolve LLCs that do not comply.
• Attestations of exemption must be signed under penalty of perjury.

Practical Considerations

• LLCs should prepare to gather historical and current applicant/owner information and ensure data security and privacy policies are sufficient for sensitive filings.
• The State of New York has not yet issued final implementation guidance or released its filing portal.

If you have clients who are a manager or beneficial owner of a New York LLC, now is the time to evaluate exemptions, collect necessary information, and monitor further state guidance as implementing regulations are expected soon.