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New York LLC Transparency Act Took Effect January 1, 2026

    

    The New York LLC Transparency Act (NYLTA) took effect on January 1, 2026, introducing new beneficial ownership disclosure requirements for certain limited liability companies authorized to do business in New York. The statute largely mirrors the federal Corporate Transparency Act (CTA) but applies more narrowly.

 

What Is the New York LLC Transparency Act (NYLTA)?   

    The NYLTA requires certain LLCs to disclose their beneficial owners to the New York Department of State. The law is designed to increase transparency, combat illicit activity, and align New York’s business entity reporting regime with federal standards under the CTA.

 

    Importantly, the NYLTA applies only to LLCs and primarily affects foreign (non-U.S.) LLCs authorized to do business in New York.

 

Which LLCs Are Required to File Under the NYLTA?

What Is a “Reporting Company”?

 

    Under the NYLTA, a Reporting Company is an LLC that was formed under the laws of a foreign country (i.e., not the U.S. or a U.S. state), and is authorized to do business in New York State.

 

    Reporting Companies must file an initial Beneficial Ownership Disclosure Statement, and annual updates with the New York Department of State. The NYLTA incorporates the CTA’s definition of a reporting company but limits its scope exclusively to LLCs.

 

What Is an “Exempt Company” Under the NYLTA?

    

    An Exempt Company is defined as an LLC or foreign LLC that qualifies for one of the 23 exemption categories set forth in 31 U.S.C. § 5336(a)(11)(B) under the CTA.

 

    These exemptions generally apply to larger, highly regulated, or low-risk entities, including:

 

• Publicly traded or SEC-reporting companies.
• Banks, credit unions, and other regulated financial institutions.
• Registered investment advisers and fund managers.
• Large operating companies that meet specific thresholds for: employee count, annual revenue, physical U.S. presence, etc.

 

Do Domestic New York LLCs Need to File?

 

• The New York Department of State (NY DOS) FAQs clarify that domestic New York LLCs are fully exempt from all NYLTA filings.
• Only foreign (non-U.S.) LLCs that qualify for an exemption must file an Attestation of Exemption.

 

    The Initial Attestation of Exemption Form is available on the NY DOS website.

 

Beneficial Ownership Disclosure Requirements

What Is “Beneficial Ownership”?

   

    A beneficial owner is any individual who (1) exercises substantial control over a reporting company, OR (2) owns or controls 25% or more of the LLC.

 

Required Beneficial Owner Information

 

    Reporting Companies must disclose the following information for each beneficial owner:

 

1. Full legal name
2. Date of birth
3. Current residential or business street address
4. A unique identifying number from:
   • An unexpired passport, or
   • An unexpired state driver’s license, or
   • An unexpired government-issued identification document

 

Exceptions to the Definition of Beneficial Owner

 

    The NYLTA excludes the following individuals from the definition of beneficial owner:

 

• Minor children
• Nominees, intermediaries, custodians, or agents
• Employees whose control derives solely from employment (excluding senior officers)
• Individuals with only a future inheritance interest
• Creditors

 

    All beneficial ownership information remains confidential and may be accessed only for law enforcement purposes or pursuant to a court order, consistent with the CTA.

 

    The Initial Beneficial Ownership Disclosure Form is available through the NY DOS.

 

NYLTA Filing Deadlines

Foreign LLCs Registered On or After January 1, 2026

 

    Foreign (non-U.S.) LLCs authorized to do business in New York on or after January 1, 2026, must file a Beneficial Ownership Disclosure Statement or an Attestation of Exemption within 30 days of being authorized to do business in New York.

 

Foreign LLCs Registered Before January 1, 2026

 

    Foreign (non-U.S.) LLCs authorized to do business in New York before January 1, 2026, must submit the required filing no later than December 31, 2026.

 

How to File Beneficial Ownership Disclosures in New York

    Although the NY DOS indicates that an online submission portal is forthcoming, filings must currently be submitted by email to: dosCorpBOI@dos.ny.gov along with payment of the $25 filing fee.

 

Conclusion: Preparing for NYLTA Compliance

    Domestic LLCs and foreign LLCs authorized to conduct business in New York should carefully evaluate whether they are subject to the New York LLC Transparency Act. Identifying reporting obligations, exemptions, and deadlines early can help avoid penalties and compliance issues.