New York’s LLC Transparency Act: Important Updates

What this is: The New York LLC Transparency Act (“NYLTA”), which became effective on January 1, 2026, requires certain LLCs to provide information about their “beneficial owners” to the New York Department of State (“DOS”), or file attestations of exemption from reporting. Key definitions of the NYLTA are tied to the federal Corporate Transparency Act and its implementing regulations (collectively, “the CTA”). New York’s Governor recently vetoed legislation that would have amended the NYLTA to provide its own definitions. 

What this means: Until recently, there was no clear guidance on the scope of the NYLTA or details on how to file the beneficial ownership information reports and exemption affidavits.  The DOS issued guidance in late December 2025 that clarifies that the scope of the NYLTA is limited to LLCs formed in a foreign country and registered to transact business in New York and provides filing instructions.  

Background 

On March 1, 2024, New York Governor Kathy Hochul signed Senate Bill 8059, the NYLTA, into law. The NYLTA took 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 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. On December 29, 2025, the DOS clarified that the NYLTA applies only to non-exempt LLCs formed under the law of a foreign country and authorized to do business in New York State. Let’s examine the details of compliance with the NYLTA and discuss lingering concerns.   

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, there was speculation that  that FinCEN’s IFR also narrowed the NYLTA’s definition of a “reporting company” to mean only LLCs formed under the laws of a foreign country and authorized to do business in New York State that are registered to transact business in New York, and the DOS recently confirmed that. 

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

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 non-exempt non-US LLCs registered to conduct business in New York to report their applicant information, even those that were registered to conduct business in New York prior to January 1, 2026. For non-US LLCs 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 non-US 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 LLCs formed in a foreign jurisdiction and registered to transact business in New York to file a BOD  with the DOS, identifying each “beneficial owner” and “applicant” by their name, date of birth, home or business street address, and unique identifying number along with the expiration date (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 entity to provide certain information about the LLC itself on the BOD report.  

The NYLTA requires all exempt LLCs formed in a foreign jurisdiction and registered to transact business in New York to file, 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 filers to submit an annual statement electronically. In its annual statement, the non-US LLC 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.  

Currently, the DOS only provides for email filing as it has not yet launched its online filing system.  Forms are available on the DOS website.  The DOS will mail the official filing receipt or notice of rejection to the filer at the address provided. See the DOS website for further information.  

Due Dates 

Non-exempt LLCs formed in a jurisdiction 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 in a jurisdiction 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 in a jurisdiction 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 in a jurisdiction 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. However, the DOS is currently only accepting unencrypted paper filings sent via email as the online system is not yet available.  The filing fee is $25.   

Violations and Penalties 

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

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