Understanding the New York LLC Transparency Act (NY LLCTA)

Do you have an LLC in the State of New York? If so, there’s a new law that will subject you to unexpected compliance requirements. Nobody is talking about them. But if you don’t follow these new rules, your LLC could be subject to steep fines and penalties.

This new law is called the New York LLC Transparency Act (or “NY LLCTA” or “NYLTA”), and it mirrors the now paused Federal Corporate Transparency Act (or “CTA”). 

In this article, you’ll discover:

• The similarities and differences between NY LLCTA and the CTA;
• Exactly who qualifies as a beneficial owner;
• Critical filing dates;
• Which companies are exempt from the New York LLC transparency act; and
• What you must do to prepare for NY LLCTA.

Introduction to the New York LLC Transparency Act

The New York LLC Transparency Act takes effect on January 1, 2026, and it requires limited liability companies to disclose beneficial ownership information to the New York Department of State (or “NYDOS”). It is similar to the federal CTA. However, the new law is narrower in scope, as it does not apply to other entity types (like corporations and limited partnerships).

NY LLCTA only applies to domestic LLCs formed with the New York Department of State, or foreign LLCs that are created in another state but registered (or authorized) to do business in New York State.

NY LLCTA is modeled after the Federal Corporate Transparency Act, and has similar aims to prevent money laundering and other illicit financial activity. Another NY LLCTA objective is to promote transparency. The mechanism behind this is an increase in the beneficial ownership information that LLCs must disclose to New York’s Department of State.

The new law’s reporting requirements are similar to those of the CTA. This is because NY LLCTA requires LLC owners to submit beneficial ownership information (or BOI) to the New York Department of State (NYDOS). Here, LLC beneficial owners are required to report their full legal name, date of birth, a current home or a business street address, and an identification number from a driver’s license or passport.

Scope and Applicability of the New York LLC Transparency Act

NY LLCTA is designed to promote transparency, and prevent money laundering and other financial crimes. It applies exclusively to limited liability companies (LLCs) that are formed or authorized to do business in New York. The scope of this law applies to both domestic LLCs and foreign LLCs, regardless of their size or type.

If you have an LLC that meets these requirements, NY LLCTA will require you to report beneficial ownership information to NYDOS. In the next section, we will discuss the reporting obligations for covered entities.

Beneficial Ownership Information under NY LLCTA

NY LLCTA requires LLCs to disclose beneficial ownership information, which includes details about natural persons who own or control the LLC.

The beneficial ownership reporting requirements are very similar to those of the CTA. A beneficial owner under NY LLCTA is any natural person who either:

• Owns at least 25% of the LLC ownership interests; or
• Directly or indirectly exercises “substantial control” over the LLC.

The “substantial control” requirement is broad. This is because it encompasses any natural person who either has management authority over the LLC, or has the ability to influence decisions through other means. As an example, if you own 20% of the LLC, but are listed as an LLC Manager, you would qualify as a beneficial owner under the “substantial control” requirement.

If you qualify as a beneficial owner, NY LLCTA will require you to report beneficial ownership information to NYDOS. This process, known as BOI disclosure, requires each of the LLC’s beneficial owners to submit the following pieces of information:

• Full legal name;
• Date of birth;
• A current home or business street address (note: under federal law, such as the CTA, a residential address may be required, while NY LLCTA allows either a home or business address); and
• An identification number from a driver’s license or passport.

It is worth mentioning that this beneficial ownership information is deemed confidential, and will be stored in a secure database that is not available to the public. NY LLCTA only permits the sharing of this beneficial ownership information with government agencies, and other authorized entities to combat illicit activities, including tax evasion.

Submitting false or fraudulent BOI, or otherwise providing fraudulent BOI, can result in significant legal penalties, including sanctions or other consequences for non-compliance.

Reporting Company Information and Company Applicant Information

The law also requires you to report information on reporting companies, and company applicants. A “reporting company” is any New York LLC that is either formed or authorized by NYDOS.

A “company applicant” is a natural person who either directly forms or authorizes the LLC to conduct business in New York, and is primarily responsible for directing such filing to take place.

Effective Date for NY LLCTA and Reporting Requirements

The effective date of the NY LLCTA is January 1, 2026. And if you have an LLC in New York, the timing to file your annual report, along with all the required beneficial ownership information, depends upon when your LLC was either formed or authorized to do business in New York.

 Regardless of when your New York LLC was formed, you will also be required to submit an annual statement, also referred to as the annual beneficial ownership information report, to NYDOS in 2027 and beyond.

Exempt Companies under NY LLCTA

There are 23 types of LLCs that are exempt from NY LLCTA. They are the exact same 23 reporting company exemptions under the CTA.

Some of these exempt companies include publicly traded companies. But they also include companies that meet the “large operating company” exemption.

The large operating company exemption is the one that most New York LLCs may be able to take advantage of. To meet this requirement, your New York LLC must meet the following three requirements.

• Have more than 20 full-time employees;
• Have $5 million or more in gross receipts in a given year; and
• Have an operating presence with a physical office in New York.

Exempt Companies’ Annual Reporting Requirements

Although LLCs can still qualify for an exemption, these exempt companies are still subject to annual reporting requirements. This is because these LLCs must still file an attestation of exemption with NYDOS under penalty of perjury.

When doing so, NY LLCTA requires these exempt companies to provide specific information about the LLC, and the specific exemption claimed.

These reporting requirements also depend upon when the LLC was either formed or authorized to do business in New York.

Filing Deadlines for Exempt Companies

Pre-2026 LLCs (Formed/Authorized Before January 1, 2026)

• Filing Requirement: Attestation of Exemption
• Applies to: All LLCs seeking exemption formed before the Act takes effect

Post-2026 LLCs (Formed/Authorized After January 1, 2026)

• Filing Requirement: Attestation of Exemption
• Deadline: 30 days after submitting:
  • Articles of Organization (for new LLCs), OR
  • Application of Authority (for foreign LLCs)‍
• ‍Applies to: All new LLCs seeking an exception formed after the Act takes effect

The Corporate Transparency Act and NY LLCTA

As many of you may know, the Corporate Transparency Act (CTA) is a federal law that requires certain business entities and their beneficial owners to report beneficial ownership information to the Financial Crimes Enforcement Network (or FinCEN). This Act has been put on hold by the government, but it may return. The New York Transparency Act is modeled after the CTA, but it only requires LLCs to report beneficial ownership information to the NYDOS.

There are key differences between the reporting requirements of the Corporate Transparency Act and the New York Transparency Act (NY LLCTA). While many aspects are similar. NY LLCTA has some notable distinctions.

The first big difference is that NY LLCTA only applies to LLCs, whereas the Corporate Transparency Act applies to both LLCs and other business entities (including corporations, partnerships, and even business trusts).

The second one is that NY LLCTA requires LLCs to report more detailed information, in addition to what is required under the CTA. Under NY LLCTA, beneficial owners must also report their business street address.

Lastly, NY LLCTA requires both exempt and non-exempt LLCs to submit information to the NYDOS every year. The Corporate Transparency Act, on the other hand, only requires business entities to submit updated beneficial ownership information reports when any piece of reporting company information changes.

New York LLC Annual Reporting Requirement and Compliance

On top of your initial report, NY LLCTA also imposes additional reporting requirements. This is because NY LLCTA requires all LLCs, whether exempt or not, to file annual reports with NYDOS.

These annual reports must include accurate and updated beneficial ownership information. So if the LLC’s ownership structure changes, or you move your LLC’s business address, you must include these when you submit your annual report. If you fail to file the required documents, your LLC will be deemed suspended and cannot conduct business until compliance is achieved.

Reporting Timelines under the New York LLC Transparency Act

The NY LLCTA imposes strict time requirements on beneficial ownership information reports:

• 30 days: Submit reports within this timeframe or they become “past due”
• 2 years: Reports not submitted after two years render your LLC “delinquent”

Penalties for Non-Compliance

• Fine Amount: Up to $500 per day
• Enforcement: New York Department of State (NYDOS)
• Accumulation: No cap on total penalties

Example: An LLC delinquent for 100 days could face fines of $50,000 (100 days × $500/day).

NY LLCTA does not impose criminal penalties for non-compliance; however criminal penalties may apply under the federal Corporate Transparency Act (CTA) framework. (As of writing this article, the CTA is still enacted as law, however the Trump Administration has decided not to enforce it.)

If you do not submit your beneficial ownership information to the NYDOS, your LLC will be suspended, meaning that your LLC will lose its authority to legally conduct business in New York, forfeiting the protections afforded by its limited liability and allowing the New York Attorney General to bring action to dissolve your LLC.

This is why it is imperative to stay on top of these stringent reporting requirements. If you do not, you open yourself up to unnecessary legal liability.

Next Steps for New York LLCs

With the NY LLCTA’s implementation on the horizon, New York LLCs and foreign entities qualified to do business in New York should take proactive steps to ensure compliance with the new beneficial ownership information requirements. The first step is to carefully review the reporting requirements and determine whether your LLC is subject to the act or qualifies for an exemption. If your LLC is required to comply, begin by identifying all beneficial owners, those individuals who own at least 25% of the company or exercise substantial control. 

Once beneficial owners are identified, gather necessary information for each: full legal name, date of birth, current business street address, and a unique identifying number from a valid identification document such as a driver’s license or passport. Establish a reliable process for updating this information annually and for submitting the required reports to the New York Department of State. As a part of our Annual Minutes, Corporate Direct can ensure that you’re in compliance, saving you time and ensuring your entity remains in good standing with the state and retaining your limited liability defence.

Conclusion

NY LLCTA requires LLCs formed or registered to do business in New York to report beneficial ownership information to NYDOS. Non-exempt entities must file their initial report, as well as an annual report every year thereafter.

However, exempt entities are still subject to reporting requirements. This is because exempt entities must file an attestation of exemption, under penalty of perjury, every year with NYDOS.

As you can see, NY LLCTA has significant implications for exempt entities and non-exempt entities alike. And if you aren’t properly following the rules, you could face significant consequences.

This is why any LLC that is formed or authorized to do business in New York must be prepared for the NY LLCTA. Before submitting your initial report, you must review your LLC’s ownership structure, and collect all the required beneficial ownership information.

As the effective date approaches (January  1, 2026),  it is essential for LLCs to familiarize themselves with the new reporting requirements and ensure timely compliance to avoid penalties and maintain good standing with the New York Department of State. We strongly urge LLC owners in New York or qualified to do business in New York to seek professional advice navigating the NY LLCTA and its beneficial ownership information requirements.