The New York LLC Transparency Act (LLCTA) took effect on January 1, 2026, establishing beneficial ownership disclosure requirements for a limited subset of companies doing business in the state. Modeled on the federal Corporate Transparency Act (CTA), the New York law was originally intended to impose broad reporting obligations on LLCs formed or operating in New York. However, late-stage legislative developments and changes to federal rules have significantly narrowed the Act’s reach.
As a result, the LLCTA now applies only to non-U.S. LLCs authorized to do business in New York, rather than to all New York–formed or registered LLCs.
Who Is Required to Report?
Under the LLCTA as currently in effect, only limited liability companies formed under the laws of a foreign (non-U.S.) country and authorized to do business in New York are required to file beneficial ownership information with the New York Department of State (NYDOS).
LLCs formed in New York or elsewhere in the United States are not subject to beneficial ownership reporting under the LLCTA, regardless of size or structure.
The statute incorporates the federal CTA’s definition of a “reporting company,” which was revised by the U.S. Department of the Treasury in March 2025 to apply only to foreign entities registered to do business in the United States. New York’s law remains tethered to that definition.
Certain foreign LLCs may qualify for exemptions that largely mirror those under federal law, including exemptions for large operating companies, publicly traded companies and their subsidiaries, and other regulated entities. Exempt entities must still file an attestation of exemption with the NYDOS, identifying the applicable exemption and supporting facts.
What Is “Beneficial Ownership”?
A “beneficial owner” is an individual who either:
- Owns or controls at least 25% of the LLC, or
- Exercises “substantial control” over the company
Ownership may be direct or indirect, and control can arise through contractual or other arrangements. Because the LLCTA relies on federal definitions for these concepts, foreign LLCs with layered or complex ownership structures should carefully evaluate who qualifies as a beneficial owner.
Consistent with federal rules, beneficial ownership information is not required to be reported for U.S. persons, including U.S. citizens and residents.
What Information Must Be Disclosed?
Foreign LLCs subject to the Act must report the following information for each reportable beneficial owner:
- Full legal name
- Date of birth
- Current residential or business street address
- A unique identifying number from an acceptable government-issued ID
The NYDOS will maintain this information in a secure, nonpublic database. Disclosure is restricted and permitted only under limited circumstances, such as with owner consent, by court order, or for legitimate law enforcement or government agency purposes.
New York LLCTA Filing Deadlines
Existing Foreign LLCs
Foreign LLCs authorized to do business in New York before January 1, 2026 must file either a beneficial ownership disclosure or an attestation of exemption no later than December 31, 2026.
Newly Authorized Foreign LLCs
Foreign LLCs authorized to do business in New York on or after January 1, 2026 must file within 30 days of authorization.
The same deadlines apply to filings claiming an exemption.
Annual Update Requirement
Both reporting companies and exempt entities must submit an annual filing to confirm or update:
- Beneficial ownership information (if applicable)
- The principal executive office address
- Continued eligibility for any claimed exemption
This ongoing requirement underscores the importance of maintaining current ownership records and internal compliance processes.
Penalties for Non-Compliance
The LLCTA includes escalating enforcement mechanisms for non-compliant entities. Foreign LLCs that fail to file within 30 days of their deadline may be designated as “Past Due” in the Department of State’s public records. Entities that remain non-compliant for more than two years may be marked “Delinquent.”
Non-compliant companies may also face civil penalties of up to $500 per day, and the attorney general may pursue suspension, cancellation, or dissolution of an LLC that continues to disregard its obligations. These enforcement tools underscore the importance of timely filings and maintaining accurate ownership information.
Legislative Developments and Remaining Uncertainty
In June 2025, the New York Legislature passed a bill that would have decoupled the LLCTA from the federal CTA and expanded the law’s reach to U.S.-formed LLCs. Governor Kathy Hochul vetoed that legislation on December 19, 2025, stating that imposing additional requirements on LLCs was not in the state’s interest. As a result, the LLCTA remains tied to the federal framework and applies only to foreign LLCs.
While this significantly limits the law’s current scope, the regulatory environment remains fluid. Federal CTA rules could be revised again through future rulemaking or litigation, and New York lawmakers may revisit the statute in response. In addition, the NYDOS has not yet issued comprehensive implementing regulations or launched its electronic filing platform, leaving certain procedural details unresolved.
What Foreign LLCs Should Do Next
Foreign companies authorized to do business in New York should take steps now to prepare for compliance:
- Determine whether your foreign LLC is a reporting company or qualifies for an exemption. Review ownership structure, revenue, workforce, and physical operations to assess whether an exemption applies.
- Identify all reportable beneficial owners. Begin collecting required information now, including personal identifiers, to avoid delays once filings open.
- Prepare for annual reporting. Implement internal processes to track ownership or control changes and gather updates ahead of each yearly filing requirement.
- Monitor state and federal developments. Watch for NYDOS guidance and potential changes to federal CTA rules that could affect New York’s reporting framework.
- Coordinate with legal and compliance advisors. Ensure governance documents, policies, and recordkeeping systems align with New York’s beneficial ownership requirements.
- Plan for secure data handling. Beneficial ownership reporting involves sensitive personal information; evaluate cybersecurity and privacy practices to safeguard disclosures.
As New York’s implementation of the LLCTA continues to develop and federal rules remain subject to change, foreign LLCs operating in New York should take a proactive approach to compliance. Thompson LLP’s Business and Corporate team is closely monitoring developments and is available to assist companies in assessing their reporting obligations, evaluating ownership structures, and preparing required filings.