Preparing for the New York LLC Transparency Act: Five steps you should take now

What Is the New York LLC Transparency Act?

Beginning January 1, 2026, the New York LLC Transparency Act (NY LLCTA) will require most limited liability companies (LLCs) that are either formed in New York or authorized to do business there to report information about their beneficial owners to the New York Department of State (NYDOS). Modeled after the federal Corporate Transparency Act (CTA), this law is intended to enhance transparency of the individual(s) who own or control the LLC and help prevent illicit financial activity.

A bill recently passed both houses of the New York State Legislature that proposes to amend this New York LLC Transparency Law, removing its reliance on the federal CTA. Instead of referencing the CTA’s definitions, New York will establish its own definitions and exemptions.

This article provides an overview based on the latest available information, which may be subject to change. This will be reviewed and updated regularly to ensure it reflects the most current information about the New York LLC Transparency Act.

If you own or manage an LLC—whether it’s formed in New York or formed somewhere else and simply registered to operate there—here’s what you need to know to be prepared.

Who does the NY LLCTA apply to?

• Domestic LLCs – those formed in New York.
• Foreign LLCs – those formed in another state (e.g., Delaware) and authorized to do business in New York.

Some LLCs will qualify for an exemption and not have to report their beneficial owners or applicant. Even if your LLC qualifies for an exemption, you must still file an attestation of exemption with the NYDOS.

Who is a “Beneficial Owner”?

Under the NY LLCTA, a beneficial owner is defined in alignment with the federal CTA. Specifically, a beneficial owner is any natural person who:

1. Directly or indirectly exercises substantial control over the LLC, or
2. Owns or controls at least 25% of the ownership interests in the LLC.

This includes individuals who may influence decisions through contracts, arrangements, relationships, or other means, not just formal ownership. The law is designed to capture the real individuals behind an entity, even if they are not listed on public documents.

The NY LLCTA requires that each beneficial owner’s:

• Full legal name
• Date of birth
• Current home or business street address
• Identification number (e.g., driver’s license or passport)

be included in the report to the New York Department of State (NYDOS). The BOI disclosure must also include the same details for the LLC’s applicant.

When do you need to file?

• LLCs formed or authorized before January 1, 2026 must file their initial Beneficial Ownership Information (BOI) report by December 31, 2026.
• LLCs formed or foreign qualified on or after January 1, 2026 must file their BOI report within 30 days of:
  • Filing articles of organization (for domestic LLCs), or
  • Filing an application for authority (for foreign LLCs).

Exempt LLCs must file their attestation of exemption by the same deadlines.

Annual reporting requirement

The NY LLCTA is expected to require annual confirmation or updates to your BOI report. This includes both reporting companies and those claiming an exemption.

Can anybody view the beneficial ownership information I report?

No, the beneficial ownership information reported under the New York LLC Transparency Act (NY LLCTA) will not be publicly accessible.

While the NY LLCTA will require LLCs to disclose detailed information about their beneficial owners to the New York Department of State (NYDOS), the law does not authorize public access to this information. Instead, the data is intended for use by government authorities to combat illicit activities such as money laundering, tax evasion, and fraud.

So, while LLCs must comply with these detailed reporting requirements, their beneficial ownership data will remain protected from public disclosure.

What If your LLC is exempt?

Even if your LLC qualifies for an exemption (e.g., publicly traded companies, banks, nonprofits), you must still file an attestation of exemption with the NYDOS. This must be signed under penalty of perjury.

What are the penalties for non-compliance?

Failure to file or update your BOI report can result in:

• A “past due” status after 30 days
• A “delinquent” status after two years
• Fines up to $500 per day
• Suspension of the LLC’s ability to conduct business in New York
• Potential dissolution or cancellation of the LLC by the New York Attorney General

What can you do now to prepare?

The NY LLCTA represents a major shift in how LLCs are regulated in New York state. Whether you're a domestic or foreign LLC operating in New York, early preparation can help you avoid penalties and ensure a smooth compliance process.

Here are five proactive steps you can take today based on what we currently know:

1. Determine if your LLC qualifies for an exemption.
2. Identify your beneficial owners and applicants.
3. Gather and securely store the required information.
4. Plan for annual compliance—set reminders and assign responsibility.
5. Consult legal or compliance professionals to ensure your filings are accurate and timely.

We're here to help

As the New York LLC Transparency Act goes into effect, we understand that navigating this new requirement can be challenging. Our team is fully prepared to assist you in ensuring compliance with the new regulations. Whether you need guidance on filing, understanding exemptions, or any other aspect of the Act, we're here to support you every step of the way.

The New York LLC Transparency Act is expected to undergo stages of review and approval. Key milestones and timelines will be updated as they become available. Please check back for updates.

For more information, contact CT Corporation.

Related article: New York enacts a revised version of the LLC Transparency Law