Top 10 Questions About the New York LLC Transparency Act 

Overview:  New York’s LLC Transparency Act (NYLTA) took effect on January 1, 2026 and requires certain non-exempt, non-U.S. LLCs authorized to do business in New York to file beneficial ownership information with the New York Department of State (DOS). Covered entities generally file either a Beneficial Ownership Disclosure (BOD) or, if exempt, an Attestation of Exemption (AOE)

1. What is the NYLTA?

The NYLTA is a beneficial ownership disclosure law requiring non-exempt “reporting companies” to disclose certain information about their “beneficial owners”, “applicants”, and the “reporting company” itself.

2. What is a “reporting company” under the NYLTA? 

Only LLCs formed in a jurisdiction outside of the U.S. and authorized to conduct business in New York are considered “reporting companies” subject to the NYLTA’s beneficial ownership disclosure requirements.  

3. Why does New York require “reporting companies” to disclose beneficial ownership information?    

Per the Department of State (DOS), the NYLTA “was designed to combat fraud, theft and other illegalities perpetrated by anonymous shell companies.  Requiring disclosure of an entity’s beneficial owners will deter misconduct and provide a tool to law enforcement to identify and prosecute bad actors.”  

4. What do reporting companies need to be report under the NYLTA?

Non-exempt reporting companies need to file a “beneficial ownership disclosure” (BOD) with the DOS. The BOD requires, among other things, the full legal name, address, date of birth and unique identifying number (from an unexpired government issued document such as a passport or driver’s license) for each “beneficial owner” and “applicant” of the reporting company.  

5. Are there exemptions to the NYLTA? 

Yes, the 23 exemptions to the NYLTA reporting requirements mirror those of the Corporate Transparency Act (CTA).

6. Who is a “beneficial owner”?  

A “beneficial owner” is any non-US citizen who exercises substantial control over and/or owns at least 25 percent or more of the ownership interests in the reporting company.  The definitions of “substantial control” and  “ownership interests” mirror that of the CTA.   

7. Who is an “applicant”?

An “applicant” is the individual who files the document that registers the reporting company to do business in New York and the individual who directs or controls the filing.  

8. What is an “Attestation of Exemption”?

“An Attestation of Exemption” (AOE) is a sworn statement that an exempt reporting company files with the DOS in lieu of filing a BOD.  

9. What are the due dates for NYLTA reporting?

The NYLTA requires an initial BOD or AOE as well as an annual update report noting any changes to the initial BOD or AOE. Due dates vary depending on when the reporting company was qualified to do business in New York. If the reporting company qualified prior to January 1, 2026, it has until December 31, 2026, to file an initial BOD or AOE. Reporting companies qualifying on or after January 1, 2026, have 30 days from the date of qualification to file their initial BOD or AOE. The DOS has not yet issued the due date for annual updates to the initial BOD and AOEs.

10. How do I file my BOD or AOE?

Currently, BODs and AOEs cannot be filed electronically. The DOS has issued BOD and AOE paper forms that can be submitted to the DOS as attachments to an email. The DOS will not accept encrypted email attachments or links, nor will it accept filings via fax or mail. 

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.