NY LLCTA Compliance — New York LLC Transparency Act
The New York LLC Transparency Act (NY LLCTA) took effect on January 1, 2026. The law was originally designed to require all LLCs formed or registered to do business in New York to file beneficial ownership disclosures with the New York Department of State (NYDOS). That scope has been significantly narrowed. As of April 2026, U.S.-formed LLCs are exempt from LLCTA reporting. Foreign-formed LLCs authorized to do business in New York remain subject to the law.
This page explains the current status of the NY LLCTA, who is affected, what must be filed, and what to watch for going forward.
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How the Scope Was Narrowed
The NY LLCTA was signed into law in 2024 and incorporated key definitions from the federal Corporate Transparency Act (CTA) by reference — including the definition of “reporting company.” When FinCEN’s March 2025 interim final rule narrowed the federal CTA to exclude domestic companies, that change automatically narrowed the NY LLCTA as well.
The New York Legislature passed a bill (S. 8432) in 2025 that would have decoupled the NY LLCTA from the federal CTA and restored the broader scope — requiring all LLCs in New York, including domestic ones, to report. On December 19, 2025, Governor Hochul vetoed that bill, stating she did not want to impose compliance burdens on New York businesses that exceed federal requirements.
As a result, the NY LLCTA applies only to LLCs formed outside the United States that are authorized to do business in New York. LLCs formed in the United States — including those formed in New York — are exempt.
Who Must File
A foreign-formed LLC (an LLC formed under the law of a country other than the United States) that is authorized to do business in New York is subject to the NY LLCTA. These entities must file either a beneficial ownership disclosure statement or an attestation of exemption with NYDOS.
U.S.-formed LLCs are not required to file anything under the NY LLCTA at this time.
Filing Deadlines
Foreign LLCs authorized to do business in New York before January 1, 2026 must file a beneficial ownership disclosure statement or attestation of exemption by December 31, 2026.
Foreign LLCs authorized to do business in New York on or after January 1, 2026 must file within 30 days of filing an application for authority with NYDOS.
All filing entities must file an annual statement thereafter confirming or updating their beneficial ownership information or exempt status.
What Must Be Reported
Each non-exempt foreign LLC must disclose the following for each beneficial owner and applicant: full legal name, date of birth, residential or business street address, and a unique identification number from a government-issued ID (passport, driver’s license, or equivalent).
There is no FinCEN ID equivalent under the NY LLCTA. Personal identifying information must be provided directly to NYDOS.
A “beneficial owner” is any individual who directly or indirectly exercises substantial control over the LLC or owns or controls at least 25% of the LLC’s ownership interests. An “applicant” is the individual who filed the organizational or authorization document. The NY LLCTA requires applicant information even for LLCs that were formed or authorized years ago — which can present a practical challenge for older entities.
Exempt Entities Must Still File
Unlike the federal CTA, the NY LLCTA requires exempt foreign LLCs to affirmatively file an attestation of exemption with NYDOS. The attestation must identify the specific exemption claimed and the facts supporting it, under penalty of perjury. You cannot simply do nothing if you qualify for an exemption — the filing obligation exists regardless.
Penalties for Non-Compliance
The NY LLCTA carries meaningful penalties for failure to file:
Fines of up to $500 per day imposed by the Attorney General.
Business suspension after 30 days’ notice of non-compliance.
Potential dissolution by the Attorney General after two years of continued non-compliance.
Disqualification from the New York pass-through entity tax (PTET) deduction.
An entity marked “Past Due” will appear on public records after 30 days. After two years, the entity is marked “Delinquent.”
Confidentiality
Beneficial ownership information filed with NYDOS is not publicly available. It may be disclosed only for a valid law enforcement purpose, pursuant to a court order, to the Attorney General, or to authorized government agencies performing official duties.
What Has Not Changed
The NY LLCTA has not been repealed. It is active law. The current exemption for U.S.-formed LLCs exists because the statute incorporates the federal CTA’s narrowed definition of “reporting company” — not because the New York Legislature chose to exempt domestic companies. If the federal definition changes through future rulemaking, or if the Legislature passes a new decoupling bill that the Governor signs, the scope of the NY LLCTA could expand to include domestic LLCs again.
We recommend that all New York LLC owners maintain accurate records of their beneficial ownership information so they are prepared to comply if the requirements are broadened.
How We Help
We advise LLC owners on whether their entity is currently subject to the NY LLCTA. For foreign-formed LLCs that are subject to the law, we handle the full compliance process — determining whether the entity is a reporting company or an exempt company, identifying beneficial owners and applicants, preparing the disclosure statement or attestation of exemption, filing with NYDOS, and meeting annual renewal deadlines.
For all clients, we monitor regulatory and legislative developments and advise promptly when the requirements change. Attorney Cook holds an LL.M. in Taxation and has been advising New York businesses on entity formation and compliance for over 25 years.
Contact Us
Call toll-free: (888) 275-2620. Available 24/7.
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Last reviewed by Attorney Ronald S. Cook — April 2026
This page is for informational purposes only and does not constitute legal advice. The regulatory landscape for beneficial ownership reporting is evolving. Contact the firm for guidance specific to your situation.
