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….

The New York LLC Transparency Act (NY LLCTA) will take effect on January 1, 2026, requiring non-US limited liability companies (LLCs) registered 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.

Key Requirements

Most Reporting Companies must file beneficial ownership disclosures within 30 days of formation or registration.
Existing Reporting Companies 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 Reporting Companies—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 NY LLCTA mandates annual reports rather than the federal CTA’s update-only-as-needed approach.
Unlike the federal CTA, the NY LLCTA does not exempt “company applicants” of Reporting Companies existing before the effective date from filing. A “company applicant” is the individual responsible for filing or directing the filing of the Reporting Company’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 Reporting Company’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:
- Reporting Companies formed or already registered with the New York Department of State prior to January 1, 2026: prior to January 1, 2027.
- Reporting Companies 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 Reporting Companies may be fined up to $500 per day for ongoing reporting failures.
The New York Attorney General is empowered to suspend, cancel, or dissolve Reporting Companies that do not comply.
Attestations of exemption must be signed under penalty of perjury.

Practical Considerations

Reporting Companies 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 Reporting Company, now is the time to evaluate exemptions, collect necessary information, and monitor further state guidance as implementing regulations are expected soon.

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The views expressed in this document, and the description of data supporting these views, are those of SCS Financial Services (together with its affiliates, “SCS”). The materials contained herein do not constitute an offer to sell or a solicitation of an offer to buy any security. Any such offering or solicitation can be made only by means of delivery of a definitive Confidential Private Placement Memorandum (“Offering Memorandum”) which sets forth in detail the terms and conditions of the offering and the applicable risk factors and should be reviewed in its entirety prior to investing. Securities may not be offered, sold or delivered to any prospective investor who does not satisfy certain minimum financial and sophistication criteria, or in any jurisdiction in which such offer is not authorized. SCS does not provide tax, accounting or legal advice and prospective investors should consult their professional advisers as to the tax or legal consequences of any potential investment.

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Forward Looking Statements
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Performance and Fees
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