New York’s LLC Transparency Act: Important Updates

What this is: The New York LLC Transparency Act (“NYLTA”), which will become effective on January 1, 2026, requires non-exempt “reporting companies” to provide information about their “beneficial owners” to the New York Department of State (“DOS”). Exempt “reporting companies” will need to file sworn attestations declaring their particular exemption. The definition of “reporting company” is tied to the federal Corporate Transparency Act and its implementing regulations (collectively, “the CTA”). New York’s Governor has now vetoed legislation that would have amended the NYLTA to provide its own definition of “reporting company.”

What this means: It is essential that all LLCs that meet the NYLTA’s definition of a “reporting company” begin planning for compliance with the NYLTA. This planning poses challenges, since there is no clear guidance yet on the details of how to file the beneficial ownership information reports and exemption affidavits. However, the Governor’s veto does make the current scope of the NYLTA less ambiguous. 

Background 

On March 1, 2024, New York Governor Kathy Hochul signed Senate Bill 8059, the NYLTA, into law. The NYLTA takes effect on January 1, 2026. This new law requires all non-exempt “reporting companies” to file a Beneficial Ownership Disclosure (“BOD”) with the DOS, disclosing the names and information about each of their “beneficial owners”. Reporting deadlines vary as described below. The law requires the DOS to house the BOD reports in a non-public database available only to law enforcement and other government agencies under certain circumstances.            

The NYLTA’s definition of key terms mirror the federal Corporate Transparency Act and and its implementing regulations (collectively, “the CTA”). However, in March 2025, the Financial Crimes Enforcement Network (“FinCEN”) issued an Interim Final Rule (“IFR”) modifying the CTA’s scope. Per the IFR, the CTA’s beneficial ownership information reporting requirements apply only to non-US companies registered to transact business in the US. This change in the federal regulations called the scope of the NYLTA into question. In May 2025, the New York legislature passed a bill with amendments to the NYLTA to provide its own definitions of certain key terms. But on December 19, 2025, Governor Hochul vetoed that bill. Let’s examine what we know and what remains unclear, with an eye toward how to prepare for compliance as the NYLTA’s January 1, 2026, effective date looms.

The NYLTA’s Narrowed Scope 

The NYLTA incorporates by reference the CTA’s definitions of “beneficial owner,” “applicant” and “reporting company”, but narrows the term “reporting company” to include only LLCs and to exclude the other entity types included in the CTA’s definition of “reporting company”. At the time it became law in 2024, the NYLTA’s definition of a “reporting company” included LLCs formed in New York and LLCs formed in a jurisdiction other than New York, either within or outside of the US, and registered to transact business in New York.  However, FinCEN’s IFR narrowed the CTA’s definition of a “reporting company” to mean only those companies formed outside of the US and registered to transact business in a state in the US. Since the NYLTA tied its definition of “reporting company” to the CTA, it is believed that FinCEN’s IFR also narrowed the NYLTA’s definition of a “reporting company” to mean only LLCs formed outside of the US that are registered to transact business in New York.  

The NYLTA also incorporates by reference the CTA’s 23 exemptions to its reporting requirements.  

In May 2025, the New York legislature introduced Senate Bill S8432. S8432 passed in both chambers before the legislature recessed. Among other things, S8432 sought to amend the NYLTA to include express definitions of “reporting company” and “beneficial owner” and strike the NYTLA’s language incorporating by reference the CTA’s definitions of those terms. Under S8432, a “reporting company” included domestic LLCs formed in New York or formed outside of New York and registered to transact business there. However, on December 19, 2025, Governor Hochul vetoed S8432.  She included the following statements in her veto memo:

“The LLC Transparency Act was enacted to ensure that the state would receive reporting similar to that which is required under the federal CTA, thereby ensuring transparency regarding ownership while not placing additional burdens on LLCs.  Since the LLC Transparency Act was passed, the Federal Government has established new reporting criteria, limiting requirements under the CTA.  This bill would create a mandate for businesses in New York that is not required under federal law.  As the LLC Transparency Act is implemented next year, we want to ensure that those required to provide updated reporting, continue to do so, but imposing additional requirements on LLCs is not in the interest of New York State.” 

Importantly, unless the New York legislature overrides the Governor’s veto of S8432, or introduces and passes additional amendments to the NYLTA that become law, the NYLTA’s definitions of key terms such as a “reporting company” are still tied to the CTA and its implementing regulations. Thus, it appears that the NYLTA currently applies only to non-US LLCs registered to transact business in New York, consistent with FinCEN’s IFR, which modified the scope of the CTA’s reporting requirements to apply only to non-US companies registered to conduct business in the US. However, LLCs should confirm that with their legal counsel.

Company Applicant 

The NYLTA currently incorporates by reference the CTA’s definition of “applicant” (or “company applicant” which is the term used in the CTA’s implementing regulations). FinCEN defines “company applicant” under the CTA as:  

1. The individual who directly files the document that creates or registers the company; and 
2. If more than one person is involved in the filing, the individual who is primarily responsible for directing or controlling the filing. 

(See FinCEN FAQ E. 1.) 

The CTA’s implementing regulations state that only reporting companies created or registered on or after the CTA’s effective date need to report their company applicant information. In contrast, the NYLTA requires all reporting companies to report their company applicant information, even those that were formed or registered prior to January 1, 2026. For reporting companies that have been in existence for many years or decades, this poses significant concern as it will be burdensome if not impossible to determine who their company applicants are, let alone locate them and obtain their PII. 

No FinCEN Identifier Equivalent  

The CTA allows beneficial owners and company applicants to apply for a “FinCEN Identifier.” A FinCEN Identifier is a unique number issued to an individual to use on beneficial ownership information reports in place of having to provide the individual’s personal identifying information (“PII”). The NYLTA does not offer a similar option to beneficial owners and company applicants.  This poses a significant risk of identity theft for those falling under the definition of a company applicant, including attorneys and paralegals.  For example, if an attorney “directed or controlled” the filing of an application for Authority to Transact Business in New York for a client’s LLC, and the paralegal “directly filed the document that registers the company,” the attorney would be company applicant 2 and the paralegal would be company applicant 1 (according to the above company applicant definition).  If that client falls under the NYLTA’s reporting requirements and chooses to self-file their BOD with the DOS, they will likely be requesting the attorney and paralegal’s PII to complete the BOD.  Even if these company applicants use encryption to send their PII to the client, they have lost control of that sensitive information.  The client may or may not take precautions to protect the PII.  And, despite any precautions, the PII is still at risk of hacking.

Beneficial Ownership Disclosure and Exemption Filing Requirements 

The NYLTA requires all non-exempt reporting companies to file a BOD report electronically with the DOS, identifying each “beneficial owner” and “applicant” by their name, date of birth, home or business street address and unique identifying number (from an unexpired passport, driver’s license or government issued identification card/document). However, unlike the CTA, there is no requirement to submit an “image” of the document from which that number was taken. The NYLTA also requires the non-exempt reporting company to provide certain information about the LLC itself on the BOD report.

The NYLTA requires all exempt reporting companies to file electronically, under penalty of perjury, an “attestation of exemption” which shall include the specific exemption claimed and the facts on which such exemption is based. 

Additionally, the NYLTA requires both non-exempt and exempt reporting companies to file an annual statement electronically. In its annual statement, the reporting company must confirm or update its beneficial ownership disclosure information, provide the street address of its principal executive office, provide the status as an exempt company (if applicable) and other information that the DOS designates. 

Due Dates 

Non-exempt LLCs formed outside of the US and registered to transact business in New York prior to January 1, 2026, have one year from the NYLTA’s effective date to file their initial BOD report with the DOS. 

Non-exempt LLCs formed outside of the US and registered to transact business in New York on or after January 1, 2026, have 30 days from registration to file their initial BOD report with the DOS. 

Exempt LLCs  formed outside of the US and registered to transact business in New York  prior to January 1, 2026, have one year from the NYLTA’s effective date to file their attestation of exemption with the DOS. 

Exempt LLCs formed outside of the US and registered to transact business in New York on or after January 1, 2026, have 30 days from registration to file their attestation of exemption with the DOS.

Each of the above LLCs must file an annual statement, with due dates to be determined.     

Filing Fees and Format of Reports 

The NYLTA requires that the BOD reports and the exemption attestations be electronically signed and filed, and that filing fees be submitted electronically. Filing fee amounts are currently unknown, as are the details for submitting the electronic BOD reports and exempt attestations. The DOS recently advised that it will soon be posting FAQs on its website, and that it is developing an online filing system that will be available on January 1, 2026.

Violations and Penalties 

The NYLTA imposes significant civil penalties for noncompliance. Unlike the CTA, the NYLTA does not impose criminal penalties. 

Next Steps 

It is important for LLCs formed outside of the US and registered to transact business in New York to begin to prepare now for the NYLTA’s January 1, 2026, effective date. These LLCs should seek the advice of a qualified attorney to determine whether any of the NYLTA’s exemptions apply.  If exempt, the LLC will need to prepare and timely file its attestation of exemption.  If no exemptions apply, the LLC will need to work with its counsel to determine who falls under the definitions of “beneficial owner” and “company applicant”. It is prudent to create a timeline for gathering the required information for the BOD reports as it can take time to coordinate with beneficial owners and company applicants to obtain their PII. It is also strongly recommended that LLCs take great care in protecting any PII that they obtain.            

Cogency Global is monitoring the NYLTA closely to share latest information as it becomes available. 

This content is provided for informational purposes only and should not be considered, or relied upon, as legal advice.