(Last Updated: December 30, 2025)
UPDATE: On December 19, 2025, New York Governor Kathy Hochul vetoed the bill that would have amended the New York Limited Liability Company Transparency Act (“NY LLCTA”). Due to the veto, the changes described in our client alert below will not take effect. The NY LLCTA will remain aligned with the CTA, which encompasses only foreign entities registered to do business in the United States, not domestic companies. Therefore, foreign limited liability companies authorized to do business in New York will be subject to the NY LLCTA. Existing foreign LLCs must file their beneficial ownership information with the New York Department of State (DOS) by January 1, 2027. Newly formed entities will need to file within 30 days from an initial filing of articles of organization or an application for authority to do business in New York. CTA exemptions apply.
As of publishing the update, the DOS has not provided any guidance or filing form in connection with the NY LLCTA.
[VETOED – the requirements in the following summary will not take effect!]
The New York Limited Liability Company Transparency Act (NY LLCTA) goes into effect on January 1, 2026.
Modeled on the federal Corporate Transparency Act (CTA), the NY LLCTA introduced state‑level beneficial ownership information (BOI) reporting requirements for limited liability companies (LLCs) formed or registered to do business in New York state, unless exempt. Beginning in 2026, LLCs will be required to electronically file annual BOI statements or exemption statements to the New York Department of State (NY DOS) by the compliance deadline. This law will impose significant penalties for non-compliance, and there are specific deadlines and requirements for reporting.
As passed, the NY LLCTA was designed as a state-level version of the CTA, which imposed similar reporting requirements at the federal level. In fact, the NY LLCTA currently incorporates by explicit reference several provisions of the CTA.
The U.S. Treasury’s Financial Crimes Enforcement Network (FinCEN) ultimately narrowed the CTA’s federal requirements to exclude domestic companies. In response to the change in FinCEN regulations, NY’s legislature expanded the NY LLCTA to encompass nearly all LLCs formed or registered to do business in New York, whether domestic or foreign, unless exempt, setting the most expansive BOI requirement in the United States.
Although existing companies have until January 1, 2027, to file, companies formed on or after January 1, 2026, will have only 30 days to file. The NY DOS has not released guidance or filing resources at this time. We will continue to monitor these developments and provide updates as they become available.
The below chart provides a comparison of the CTA as passed and the NY LLCTA if passed.
Features | CTA (Federal) | NY LLCTA (New York) |
Effective Date | January 1, 2024 | January 1, 2026 |
Covered Entities | Foreign Reporting Companies, unless exempt | All new and existing LLCs formed in New York and foreign LLCs registered to do business in New York[3] |
Exempt Entities | All entities created in the United States, including those previously known as “domestic reporting companies,” and their beneficial owners. | Key exempted LLCs include:[4]
|
Beneficial Owner | Any entity or individual who, directly or indirectly, (1) exercises substantial control over the entity; or (2) owns or controls not less than 25% of the ownership interests of the entity | Any entity or individual who, directly or indirectly, (a) exercises substantial control over the entity; or (b) owns or controls not less than 25% of the ownership interests of the entity |
Applicant | Individuals who (a) directly file the organizational or authorization document to create or authorize a domestic Reporting Company to do business in the United States; (b) file the document first authorizing the foreign Reporting Company to do business in the United States; or (c) are primarily responsible for directing or controlling a Reporting Company’s filing of the organizational or authorization document | Same as the CTA, but only as applied to LLCs formed or authorized to do business in New York |
BOI Required (Individuals) | Name, DOB, residential or business address, ID number from passport/driver’s license/other approved document Individuals may instead submit a FinCEN ID | Name, DOB, residential or business address, ID number from passport/driver’s license/other identification document issued by a state or local government agency or tribal authority |
BOI Required (Entity) | Legal name, trade names, principal place of business, Taxpayer Identification Number (TIN)/Employer Identification Number (EIN) | Not yet specified |
Filing Requirements for Non-Exempt Entities | Reporting companies registered to do business in the United States on or after the date of publication of the Interim Final Rule have 30 calendar days to file an initial BOI report after receiving notice that their registration is effective | LLCs formed/registered to do business in NY before 2026: Must file initial report by January 1, 2027 LLCs formed/registered to do business in NY on or after January 1, 2026: Must file within 30 days of formation or registration |
Filing Requirements for Exempt Entities | None; exemptions are self‑executing (no filing required). | Same deadlines as Non-Exempt Entities to file exemption attestation; must additionally file an annual attestation statement with the NY DOS |
Updates / Ongoing Obligations | Updates required within 30 days of any change; no annual filing | Annual Statement filing required for all reporting and exempt entities confirming, as applicable, BOI, address, exemption reasons, and any additional information designated by NY DOS 90-day correction window for any false/changed BOI (unless false or fraudulent information was willfully submitted) |
Reporting Mechanism | FinCEN BOI filing system | NY DOS portal (not yet released) |
Penalties | Civil and criminal penalties for willful violations | Civil enforcement only; Failure to file for period exceeding 30 days: $500/day fine Failure to file for period exceeding two years: $500/day fine; possible suspension, dissolution, cancellation of authority |
Confidentiality | Strict federal confidentiality with limited authorized disclosures | Not publicly available, but disclosable to government agencies, by owner consent, or court order |
Special Features | FinCEN ID available; no annual filing; exemption automatic | No FinCEN-ID-equivalent; annual filing; mandatory annual exemption attestation |
[1] “Beneficial Owner” is defined in Senate Bill S8432 as the entity or individual who, directly or indirectly, (a) exercises substantial control over the entity; or (b) owns or controls at least 25% of the ownership interests of the entity.
[2] “Applicant” as defined in Senate Bill S995B references the definition under the CTA, and includes (a) individuals who directly file the organizational or authorization document to create or authorize a domestic Reporting LLC to do business in New York; (b) individuals who file the document first authorizing the foreign (i.e., non-New York) Reporting LLC to do business in New York; and (c) individuals who are primarily responsible for directing or controlling a Reporting LLC’s filing of the organizational or authorization document.
[3] NY State Senate Bill S8432
[4] For a full list of exemptions see NY S8432.