New York’s LLC Transparency Act: What We Know So Far

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. While some aspects of the NYLTA are clear, there is much that remains unclear. 

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 are ambiguities in the NYLTA and there is no clear guidance yet on the details of how to file the beneficial ownership information reports and exemption affidavits.    

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”) report 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 calls the scope of the NYLTA into question and appears to negate much of the original intent of the NYLTA. In May 2025, the New York legislature passed amendments to the NYLTA to provide its own definitions of certain key terms. But as of this date, those amendments have not been signed into law.  Even if those recent amendments do become law, ambiguities will remain. 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.

Recent Amendment to Key Terms 

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”. Under the NYLTA, a “reporting company” includes 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.  

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. Governor Hochul has not yet signed S8432 into law. S8432 amends the NYLTA to include express definitions of “reporting company” and “beneficial owner” and strikes the NYTLA’s language incorporating by reference the CTA’s definitions of those terms. S8432 also strikes the NYLTA’s language incorporating by reference the CTA’s 23 exemptions to the term “reporting company” and provides its own exemptions to that term which are almost identical to the CTA’s.

S8432 defines “reporting company” as an LLC that is “created by the filing of a document with the secretary of state” or a “foreign” LLC that is “authorized to do business” in New York, with “foreign” meaning formed in a jurisdiction other than New York either within or outside of the US. S8432 lacks clarity in some critical areas. For instance, S8432 states: “ ‘beneficial owner’ shall mean, with respect to any entity or individual who, directly or indirectly, through any contract, arrangement, understanding, relationship, or otherwise: (1) exercises substantial control over the entity; or (2) owns or controls not less than twenty-five percent of the ownership interests of the entity.” S8432 does not define the terms “substantial control,” “own or control” or “ownership interest” and has removed references to the CTA’s definitions of those terms. Without clear definitions of these key terms, it will be difficult for many LLCs to determine who fits S8432’s definition of “beneficial owner”.       

S8432 authorizes the DOS to promulgate rules and regulations to further clarify these and other definitions. However, it is unclear when that will occur since S8432 has not yet been signed into law. Importantly, until S8432 is signed into law, the NYLTA’s definitions of key terms such as a “reporting company” are still tied to the CTA and its implementing regulations. Until the DOS gives clear guidance, legal counsel will need to determine whether the scope of the NYLTA is currently narrowed to apply 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 and non-US citizens.  

Company Applicant 

While S8432 provides express definitions of “beneficial owner” and “reporting company”, it does not define “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.  

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 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 in existence prior to January 1, 2026, have one year to file their initial BOD report with the DOS. 

Non-exempt LLCs formed or registered on or after January 1, 2026, have 30 days from formation or registration to file their initial BOD report with the DOS. 

Exempt LLCs existing prior to January 1, 2026, have one year to file their exempt status attestation with the DOS. 

Exempt LLCs formed or registered on or after January 1, 2026, have 30 days from formation or registration to file their BOD report 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 

While much remains unclear, it is important to begin to prepare now for the NYLTA’s January 1, 2026, effective date. It is strongly recommended to seek legal guidance from a qualified attorney who can determine whether the scope of the NYLTA is currently limited to non-US LLCs registered to transact business in New York. Even if it is determined that the scope of the NYLTA is currently limited, that could change. It will be important to monitor the status of S8432 and any other legislation or regulations that could modify and/or broaden the scope of the NYLTA. Legal counsel can also help determine whether any of the NYLTA’s exemptions apply. If the LLC is exempt, it will need to prepare to file an affidavit declaring the exemption within the applicable timeframe. If the LLC is non-exempt, 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 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.}