Client Alert: Understanding the New York LLC Transparency Act (NYLLCTA):
Beneficial Ownership Reporting Begins in 2026
In 2021, Congress passed the Corporate Transparency Act (“CTA”), which created beneficial ownership reporting requirements for corporate entities. In March 2025, FinCEN significantly narrowed the CTA’s applicability, limiting it to corporate entities formed outside the United States and registered to do business within the United States.
However, New York Limited Liability Companies (“LLCs”) will be subject to state-level disclosure obligations beginning in 2026. In 2023, New York established a regulatory scheme via the New York LLC Transparency Act (“NYLLCTA”) for the confidential disclosure of beneficial ownership to the New York Department of State.
Reporting Requirements Under the NYLLCTA
Every LLC registered in New York state must disclose either:
- Its beneficial ownership information, or
- An attestation that the LLC falls within an exemption to the NYLLCTA.
Information to be disclosed for each beneficial owner:
- Name,
- Date of birth,
- Current home or business address, and
- Unique government-issued identification number (such as for a driver’s license or passport).
A beneficial owner is one who:
- Owns or controls at least 25% of the LLC, or
- Directly or indirectly exercises substantial control over the LLC.
The disclosure filing must be updated annually.
2025 Amendments and Legislative Status
While the NYLLCTA was originally intended to track the federal CTA definitions, the New York Legislature amended certain definitions in light of the March 2025 FinCEN action. That amendment, SB S8432, awaits the Governor’s signature.
Deadlines for New York LLCs and Penalties for Non-Compliance
Notwithstanding the fate of the pending amendment, the NYLLCTA takes effect in January 2026:
- LLCs formed or registered to do business on or after January 1, 2026 must file the required disclosures within 30 days.
- LLCs formed or registered to do business before January 1, 2026 must comply by December 31, 2026.
The Department of State is required to mark tardy LLCs as “past due” and, if that tardiness extends past two years, as “delinquent.” Non-compliant LLCs may face financial penalties, and the New York Attorney General may bring an action to suspend, cancel, or dissolve LLCs that fail to comply.
Current Status of State Guidance
Unfortunately, the New York Department of State has not yet provided for online submission of the confidential disclosure information, nor has it published guidance regarding compliance with the NYLLCTA. LBKM is monitoring developments and will provide updates as implementation begins.
Need Help Preparing for NYLLCTA Compliance?
If you are a member of a New York LLC and have questions regarding NYLLCTA reporting, exemptions, or filing requirements, please reach out to one of the LBKM professionals listed on this page.
The foregoing is for informational purposes only. It is not intended as legal advice and no attorney-client relationship is formed by the provision of this information.