New York LLC Transparency Act: Key Requirements and Deadlines
Client Alert | 11 min read | 12.15.25
On January 1, 2026 (“Effective Date”), the New York LLC Transparency Act ("New York Act”) is scheduled to take effect, introducing new disclosure requirements for limited liability companies (“LLCs”) formed or registered to do business in New York State. The New York Act is expected to impose the type of broad beneficial ownership requirements the federal CTA and rules implementing it was designed to require, before the federal government’s decision to limit the scope of the CTA’s beneficial ownership reporting requirements to foreign companies and foreign beneficial owners.
Overview:
LLCs currently formed or registered in New York that are not exempt from reporting (“Reporting Companies”) will have until December 31, 2026, to file their beneficial ownership information (“BOI”) disclosures with the New York Department of State (“Department”). LLCs formed or registered in New York that are exempt from reporting under the New York Act (“Exempt Companies”) will have until December 31, 2026, to file attestations of exemption (“Attestations of Exemption”) with the Department stating their basis for exemption.
The New York Act largely parallels the BOI disclosure framework established by the U.S. Department of Treasury’s Financial Crimes Enforcement Network (“FinCEN”) in rules implementing the federal Corporate Transparency Act (“CTA”).
Accordingly, New York LLCs that have already complied or previously taken steps to comply with FinCEN’s rules implementing the federal CTA should be well positioned to comply with New York’s disclosure obligations.
Relevant Background:
The New York Act defines key terms such as “beneficial owner” and “reporting company” by direct reference to the CTA and the federal regulations that implement it. Although the CTA provides for reporting on both foreign and domestic entities and beneficial owners, in March 2025, after a dizzying series of federal court rulings and announcements by federal agencies (see here, here, here, here, and here), FinCEN issued an interim final rule (“Interim Final Rule”) that amended its previous definitions of “reporting company” and “beneficial owner” in CTA rules to exclude U.S. entities and U.S. beneficial owners from BOI disclosure requirements.
As a result, the New York Act—in its current form—appears to limit the requirement to file BOI disclosures to foreign LLCs (i.e., entities formed outside the U.S.) registered to do business in New York (that do not otherwise qualify for an exemption to the reporting requirements). Likewise, the New York Act currently appears to require Reporting Companies only to report beneficial ownership information for non-U.S. person beneficial owners.
In response, in June 2025, the New York legislature passed Senate Bill 8432 (“Proposed Amendment”) to effectively negate the impact of the changes made by the Interim Final Rule by decoupling FinCEN’s definitions of “beneficial owner,” “reporting company,” and “exempt company” from those in the New York Act, and realigning them with the previous version of FinCEN’s BOI reporting rules, so as to require BOI disclosures from both domestic and foreign entities, and for both foreign and domestic beneficial owners. The Proposed Amendment also specifically enumerates and adopts the 23 exemptions provided for in the earlier version of the FinCEN rule, rather than incorporating such exemptions by reference to the FinCEN rule.
Thus, under the Proposed Amendment, all LLCs formed or registered in New York that are not otherwise exempt from reporting would be required to file BOI disclosures with the Department. The Proposed Amendment is pending the governor’s signature, but is widely expected to be signed into law. If the Proposed Amendment is adopted in its current form, the public will be given 60-days before the expanded requirements in the amendment become effective.
Which LLCs Are Required to File?
The New York Act as it currently stands requires all (1) Reporting Companies to file BOI disclosures; and (2) Exempt Companies to file Attestations of Exemption with the Department by the compliance deadline.
Practically speaking, this means that all foreign LLCs (since domestic LLCs are currently exempt from reporting requirements) that do not meet any of the enumerated exemptions in the Interim Final Rule to file BOI disclosures with the Department. Foreign LLCs that qualify for an exemption, and all domestic LLCs, formed or registered in New York, are required to file Attestations of Exemption with the Department.
If the Proposed Amendment is signed into law without material changes, both domestic and foreign LLCs formed or registered to do business in New York would need to determine whether they meet one of the 23 exemptions to reporting in the Proposed Amendment. Those that do not would be required to report. Those that do would be required to file an Attestation of Exemption with the Department.
What is the Deadline to File BOI Disclosures and Attestations of Exemption?
What are the Requirements for Filing BOI Disclosures?
A Reporting Company will be required to report the following information for both its beneficial owners and company applicants:
- Full legal name;
- Date of birth;
- Current street address (residential or business address); and
- Unique ID number (e.g., driver’s license, passport, state-issued ID).
New York does not require Reporting Companies to submit images of ID documents.
In contrast with FinCEN’s rules, there is no FinCEN ID equivalent in the New York Act, so individual beneficial owners and applicants will need to directly disclose and manually input their personal information in the BOI disclosures.
What are the Requirements for Filing Attestations of Exemption?
Exempt Companies must file Attestations of Exemption with the Department signed under penalty of perjury, stating the reporting exemption under which the entity qualifies, and providing factual support for the statement.
Who Qualifies as a Beneficial Owner?
A beneficial owner is any individual who: (1) owns or controls at least 25% of the ownership interests of the Reporting Company; or (2) exercises “substantial control” over the Reporting Company.
Under the current version of the New York Act, Reporting Companies are only required to report beneficial ownership information for non-U.S. person beneficial owners. The Proposed Amendment, however, would require Reporting Companies to submit beneficial ownership information for both non-U.S. and U.S. person beneficial owners.
Who Qualifies as a Company Applicant?
A “company applicant” is the individual who: (1) directly files the document that creates or registers the Reporting Company; or (2) if different from the individual who directly files the document, is primarily responsible for directing or controlling the filing of the relevant document that creates or registers the Reporting Company. All Reporting Companies are required to submit company applicant information for U.S. and non-U.S. person company applicants.
What are the Annual Reporting Obligations?
All LLCs formed or registered to do business in New York—whether they are Reporting Companies or Exempt Companies— are required to file an annual statement in the form and manner prescribed by the Department, either confirming or updating their prior BOI disclosures or Attestations of Exemption, respectively.
Penalties for Non-Compliance:
New York LLCs failing to file BOI disclosures, Attestations of Exemption, or annual statements within 30-days of a deadline are marked as past due. Those failing to file within two years or more of a deadline will be marked as delinquent. Penalties may include public disclosure of noncompliance, monetary penalties of up to $500 per day if filings are more than 30 days late, loss of good standing in New York, ineligibility for the pass-through entity tax (“PTET”) deduction, and suspension, cancellation, or dissolution of the LLC.
Privacy Considerations:
All personal or identifying information submitted to the Department under the New York Act will be maintained in a secure database and deemed confidential. It will only be accessible: (1) pursuant to written requests of or by voluntary written consent of the beneficial owners; (2) by court order; or (3) by authorized federal, state, or local government or enforcement agencies.
Recommended Actions:
According to recently circulated guidance by the Department to registered agents and service companies in New York, the Department will require all BOI disclosures and Attestations of Exemption to be filed electronically in its online filing system, which will be available on the Effective Date. The Department is also drafting FAQs and additional instructions, which will be published on the Department’s website “soon” (though exact dates are unknown). The Department has suggested that the filing system will likely not be as “automated” as FinCEN’s filing system for BOI disclosures under the CTA, and will require more manual entry.
While companies await further guidance from the Department, and for the Proposed Amendment to be signed, compliance personnel for LLCs operating in New York may wish to monitor guidance from the Department (including subscribing to the Department’s email list) and track the status of the Proposed Amendment (which can be done by going to https://www.nysenate.gov/legislation/bills/2025/S8432 and registering for the "Get Status Alerts for 2025-S8432”).
Foreign LLCs registered to do business in New York will have until December 31, 2026, to comply with their disclosure obligations under the New York Act, but may wish to take steps to determine their classification as a Reporting Company or Exempt Company and identify beneficial ownership and company applicant information based on both current and potential definitions under the New York Act. This exercise will largely mirror the compliance process for foreign LLCs that have already prepared or will have taken steps to prepare to comply with FinCEN’s CTA’s BOI reporting requirements. There also remains the question of whether there will be challenges to the New York Act, given the multiple challenges brought against FinCEN’s rules implementing the CTA.
Given the currently unsettled state of the law, it may be advisable for those potentially covered by the New York Act to wait until the dust settles.
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