UPDATE – VETOED: New York’s Limited Liability Company Transparency Act

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(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!]

Overview

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.

NY LLCTA

What: State-level BOI reporting requirements for certain LLCs.
Who it applies to: All domestic LLCs formed in New York and foreign LLCs registered to do business in New York.
When: Effective date is January 1, 2026.
Filing requirements and timing: Reporting companies must disclose information about each “Beneficial Owner”[1] and “Applicant”[2] to the NY DOS, including legal name, date of birth, address, and a unique identification number.

LLCs formed before 2026: Must file an initial report by December 31, 2026.
LLCs formed on or after January 1, 2026: Must file within 30 days of formation or registration.
Exempt entities: Must file an annual “attestation of exemption” confirming status as an exempt entity.

Information to be reported: Beneficial owner’s legal name, date of birth, current address, and a unique identification number and image from a driver’s license or passport.
Penalties: Daily fines up to $500, suspension of the LLC’s ability to do business, potential dissolution by the Attorney General, and disqualification from the New York pass-through entity tax deduction.

Key Differences between the NY LLCTA and the CTA

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] Public utility companies Large operating companies, or companies with $5 million or more in taxable revenue, 20 or more employees, and a physical operating presence in the United States Specific categories of federally regulated businesses providing similar ownership information to other federal agencies (e.g. registered investment advisors, investment companies, and certain pooled investment vehicles registered under the U.S. Securities Exchange Act of 1934)
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.

Practices