The New York legislature has enacted the New York LLC Transparency Act (NY LLCTA) to take effect on January 1, 2026. Pursuant to NY LLCTA, The New York legislature has enacted the New York LLC Transparency Act (NY LLCTA) to take effect on January 1, 2026. Pursuant to NY LLCTA, both limited liability companies formed in New York and limited liability companies registered to do business in New York are required to report beneficial ownership information (BOI) to the New York Department of State (NYDOS), unless exempt.
The exemptions available under the NY LLCTA are identical to those available under the federal Corporate Transparency Act (CTA), and include exemptions for publicly traded companies, regulated financial institutions, broker-dealers, venture capital fund advisers, certain nonprofits, accounting firms, certain inactive entities and “large operating companies” (defined as LLCs having more than twenty employees, generating more than five million dollars in sales or gross receipts in the prior year and having a physical operating presence in New York).
All non-exempt limited liability companies (LLCs) are required to comply, including single-member, real estate holding entities or privately-held LLCs. Importantly, NY LLCTA applies exclusively to LLCs, meaning corporations, partnerships and other types of entities are not required to comply with the requirements of NY LLCTA.
Under the NY LLCTA, (i) LLCs formed or registered to do business in New York on or prior to January 1, 2026 must report BOI by December 31, 2026; (ii) LLCs formed or registered to do business in New York after January 1, 2026 must report BOI within 30 days of formation or registration, as applicable. Any LLC qualifying for an exemption is required to file a formal attestation of the applicable exemption by the same deadlines referenced above.
The NY LLCTA defines “beneficial owner” as any individual who exercises substantial control over the LLC (e.g. directors, officers, etc.) or who owns or controls at least 25% of its ownership interests, directly or indirectly. The BOI report must include the following information for each beneficial owner (and in some cases, applicants) of the LLC:
- Full legal name
- Date of birth
- Residential or business address
- A unique identifying number from a valid government-issued ID (e.g. passport or driver’s license)
Furthermore, all LLCs formed or registered to do business in New York, whether or not exempt, will be required to file an annual statement confirming or updating BOI, address of its principal office and its exemption status, if applicable.
Failure to comply with the requirements of NY LLCTA could result in determinations of “delinquent” status for the LLC and/or fines of up to $500 per day for each day that the delinquency continues. Additionally, noncompliance could result in the NY State Attorney General taking various actions including suspension, cancellation or dissolution of the LLC and even civil sanctions against it.
As of now, NYDOS has not yet opened a filing portal or officially published BOI report forms. Despite this, clients are encouraged to take the following steps in preparation: (i) take inventory of any LLCs potentially subject to NY LLCTA (including those to be formed); (ii) determine whether such LLCs are exempt from NY LLCTA requirements; (iii) if no exemption applies, identify beneficial owners of such LLCs; (iv) gather information required for the BOI reports; (v) determine and track BOI report filing deadlines; and (vi) continue to monitor guidance from NYDOS.
Please contact Howard Davis, Aylin Daldal, or Gary Kan of our Business & Finance Group with any questions or to assist you with any necessary filings.
