The New York LLC Transparency Act (LLCTA) will go into effect on January 1, 2026, creating significant new reporting requirements for limited liability companies that operate in the state. Modeled on the federal Corporate Transparency Act (CTA) but narrower in scope, the law requires LLCs to disclose their beneficial ownership information (BOI) to the New York Department of State (NYDOS).
The goal of the Act is to increase transparency around business ownership while aligning state-level reporting with broader national efforts to address financial crimes and misuse of legal entities.
Who Is Required to Report?
The law applies only to limited liability companies, not corporations, partnerships, or other entity types. An LLC must comply if it is:
- Formed in New York, or
- Formed elsewhere but authorized to do business in New York
Certain types of entities are exempt from reporting. These exemptions largely mirror those found in federal law and include, among others, LLCs with a significant U.S. workforce, substantial U.S. revenue, and a physical office. Businesses that believe they qualify must file an attestation of exemption with the NYDOS, identifying the applicable exemption and the facts supporting it.
What Is “Beneficial Ownership”?
A “beneficial owner” includes individuals or entities that either:
- Own or control at least 25% of the LLC, or
- Exercise substantial control over the company
Ownership may be direct or indirect, and control can arise through contractual or other arrangements. As a result, companies with complex structures should closely evaluate who qualifies as a beneficial owner under the law.
What Information Must Be Disclosed?
LLCs that are subject to the Act must report specific information for each beneficial owner, including:
- 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 LLCs
LLCs formed or authorized to do business in New York before January 1, 2026, must submit their initial beneficial ownership report no later than December 31, 2026.
New LLCs
LLCs formed or authorized on or after January 1, 2026, must file within 30 days of formation or authorization.
The same deadlines apply to LLCs claiming an exemption.
Annual Updates Required
Both reporting companies and exempt entities must update or confirm their information with NYDOS every year. This includes reporting any changes in beneficial ownership or continuing to attest to exemption eligibility.
Penalties for Non-Compliance
The LLCTA includes escalating consequences for companies that fail to meet their reporting or exemption attestation requirements. An LLC that does not file within 30 days after its deadline will be labeled “Past Due” in the Department of State’s public records. Entities that remain non-compliant for more than two years will 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.
Despite recent legislative amendments, several compliance gaps remain. Unlike the federal CTA, New York does not offer a FinCEN ID–style alternative that would allow beneficial owners to avoid repeatedly providing sensitive personal information.
The Department of State has not yet issued final regulations or launched its electronic filing platform, leaving many procedural details, such as correction mechanisms and documentation requirements, unclear. Moreover, while the federal Corporate Transparency Act is temporarily limited in scope under the March 2025 interim final rule, that federal relief could be reversed or modified in future rulemaking or litigation. If federal reporting obligations are reinstated, New York may revisit how its statute interacts with federal requirements.
Ongoing Legislative Developments
The regulatory landscape surrounding the LLCTA is continuing to evolve. In response to significant uncertainty at the federal level, including a March 2025 interim final rule temporarily limiting the Corporate Transparency Act’s reporting requirements to foreign entities and suspending enforcement for U.S.-formed companies, New York lawmakers moved to revise the state statute.
In June 2025, the Legislature passed Senate Bill S8432, which would amend the LLCTA by replacing direct references to the federal CTA with New York–specific definitions for terms such as “reporting company,” “beneficial owner,” and “exempt company.” The bill is currently awaiting Governor Hochul’s signature, and it is widely expected to become law before the Act’s January 1, 2026 effective date.
However, even with S8432, several key terms — such as “applicant,” “substantial control,” and “ownership interest” — are not defined in the state statute. As a result, LLCs will still need to rely on federal interpretations and guidance for these foundational concepts. Until the Governor signs the bill and the Department of State issues additional rulemaking or guidance, there remains some uncertainty about how the New York framework will operate in practice.
Businesses should continue monitoring updates closely and begin preparing now to meet the applicable filing deadlines. The New York State Department of State has published a helpful overview of the Act’s implementation, available here.
What Limited Liability Companies Should Do Next
With the January 1, 2026 effective date approaching, LLCs should begin preparing now to ensure they can meet the new reporting and compliance obligations under the LLCTA.
- Determine whether your LLC qualifies as a reporting company or is exempt. Review ownership structure, revenue, workforce, and physical operations to assess whether an exemption applies.
- Identify all beneficial owners and historical applicants. Begin collecting required information now, including personal identifiers, to avoid delays once filings open.
- Prepare for annual reporting. Implement internal processes to track ownership changes and gather updates ahead of each yearly filing requirement.
- Monitor state and federal developments. Watch for updates on Senate Bill S8432, NYDOS regulations, and potential reinstatement of federal CTA reporting obligations.
- Coordinate with legal and compliance advisors. Ensure your policies, operating agreements, and recordkeeping systems are aligned with the new transparency obligations.
- Plan for secure data handling. Beneficial ownership reporting requires sensitive personal information; evaluate cybersecurity and privacy practices to safeguard disclosures.
As New York finalizes its reporting framework and federal rules continue to evolve, companies operating in the state should take proactive steps to understand their obligations under the LLC Transparency Act. Early preparation will help mitigate compliance risks, avoid costly penalties, and ensure that required disclosures can be made efficiently once the filing system is in place. Thompson LLP’s Business and Corporate team is closely monitoring developments and is available to help businesses assess their reporting status, evaluate ownership structures, and prepare for the January 2026 implementation.