The New York LLC Transparency Act
The New York LLC Transparency Act (NYLLCTA) requires some LLCs to report ownership information to the state starting in 2026. The NYLLCTA affects most internationally-formed New York foreign LLCs.
In our New York LLC Transparency Act guide, we go over what it is, how to file your Beneficial Ownership Disclosure (BOD) Report, and who is affected to help business owners like you stay compliant.
What is the LLC Transparency Act in NY State?
The New York LLC Transparency Act, sometimes called the LLC Transparency Act or NYLLCTA, is aimed at dismantling anonymous LLC ownership, terrorist funding, and money laundering in New York. The act amends the current New York LLC Law and adds a requirement (NY LLC § 215) for certain LLCs to disclose beneficial ownership information.
The update will require New York foreign LLCs to provide information about the business’s owners and company applicants. The NYLLCTA is modeled after the Corporate Transparency Act (CTA) and its Beneficial Ownership Information (BOI) Report. Before we dive in, let’s go over some key terms.
NY LLC Transparency Act: Terms to Know
The NYLLCTA uses the same definitions and terms as the CTA, so some of these may be familiar if you’ve already filed your BOI Report.
- Reporting company. The business that needs to report its beneficial ownership information.
- Beneficial owner. A person who owns 25% of the foreign LLC or makes substantial business decisions.
- Company applicant. The individual(s) who submitted your business formation documents with its home jurisdiction.
- Exempt company. A reporting company that qualifies for one of the NYLLCTA exemptions and does not need to provide beneficial owner information but must still file a Beneficial Ownership Disclosure report.
Check out our glossary of CTA terms to familiarize yourself more.
New York Beneficial Ownership Information Reporting
The NYLLCTA requires LLCs formed outside of the US to report their company applicant and beneficial owner information to the state, including the owners’:
- Full legal name
- Date of birth
- Business street address (not a PO box)
- Unique identifying number from a government-issued ID (driver’s license number, state ID, passport, etc.)
Who is a Beneficial Owner in New York?
A beneficial owner is an individual who exercises control over the business or owns 25% of the LLC. For example, if you started your LLC with just yourself, you are the only beneficial owner. But if you started your LLC with several family members who are also members, or if you hired a non-member to serve as manager, then all these individuals are beneficial owners.
Beneficial owners can also be:
- Members of your LLC
- Grantors with the power to revoke trusts
- Individuals involved in businesses that exercise power over your LLC
- Senior officers like CEOs or CFOs
Check out our video below if you want more information about beneficial owners.
Who can access beneficial ownership information for New York LLCs?
Only those authorized by law will be able to access your information:
- Federal law enforcement agencies
- State, local, and tribal law enforcement with a court order
- Federal agencies on behalf of a foreign country with an international agreement
- Financial institutions for customer due diligence purposes (with authorization from the reporting company.)
How to Report Your New York LLC Beneficial Ownership Information
If you registered your foreign New York LLC before January 1, 2026, you have until December 31, 2026 to file your Beneficial Ownership Disclosure report to the NYDOS. If you form your foreign LLC after January 1, 2026, you will submit it to the state with your formation paperwork.
Beneficial Ownership Disclosure Report Requirements
All company applicants and beneficial owners must provide the following information:
- Legal full name
- Date of birth
- Residential or business street address
- Personal identification document number from: a valid state-issued driver’s license, state ID, U.S. passport, or international passport.
Your business also must provide some information to the state in the same report:
- Legal name
- Any DBAs/trade names
- Street address
- Formation jurisdiction
- Taxpayer Identification Number, Social Security number, or Employer Identification Number (EIN).
Annual BOD Report Requirements
As of now, reporting companies, even those claiming an exemption, are required to refile their BOD annually. More information on this annual requirements will be posted by the New York Department of State once the law goes into effect.
New York LLC Transparency Act Exemptions
Currently, the only exemptions to the New York LLC Transparency Act are a copy of the 23 exemptions for the CTA. Some of the businesses that do not have to report their beneficial owner information include:
- U.S.-originated businesses
- International businesses owned entirely by U.S. citizens
- Tax-exempt entities
- Large operating companies
- Some inactive businesses
Read all the exemptions in our BOI Reporting Exemptions Guide.
Do exempt LLCs need to file a document with the NY Department of State?
Unlike the CTA, the NYLLCTA will require foreign LLCs to submit a document officially claiming the exemption they qualify for. This exemption statement or document is submitted like a BOD report. There is no specific form yet for this process.
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Why Wait?
NY LLC Transparency Act vs Corporate Transparency Act
Unlike the CTA, the NYLLCTA will require foreign LLCs submit a document officially claiming the exemption they qualify for. This exemption statement or document is submitted like a BOD report. There is no specific form yet for this process.
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Note: The update to the New York LLC law will not go into effect until January 1, 2026, so reporting exemptions, disclosure, and more may change. Originally, it was meant to go into affect at the end of 2024, but the New York governor signed an amendment on March 1, 2024, pushing the effective date back by one year.
What’s next for the NY LLC Transparency Act?
The NYLLCTA was signed by the governor in 2023 and it’ll go into effect in 2026. In that time, many things may change, including:
- Searchable public database
- Exemption processing
- Privacy waivers
There is also a chance that the whole NYLLCTA may be dispelled before the January 1, 2026 effective date. We know that uncertain business laws are no one’s idea of a good time. So, we’ll keep this page update with any changes as they roll out.
New York LLC Transparency Act Frequently Asked Questions
The new statute NY LLC § 215 will be effective January 1, 2026. Existing foreign LLCs have until January 1, 2027 to file an amendment to their Application for Authority listing their beneficial ownership information.
The due date for reporting your beneficial ownership information to the New York Department of State for the NYLLCTA is January 1, 2027 for all existing foreign LLCs. Foreign LLCs formed after January 1st, 2026, have 30 days to submit their report.
For new foreign LLCs that don’t file their beneficial ownership information within 30 days of filing their NY Application for Authority, their filings may be rejected.
Existing foreign LLCs that don’t submit a BOD report by January 1, 2027 are marked delinquent by the state. As a delinquent entity, your foreign LLC cannot file annual reports or other state documents and loses its liability within the state. To get out of delinquency status, you’ll need to pay a fine and file your beneficial ownership information with your amendment. The fine is $500 a day for every day you fail to file.
Like with many aspects of the NYLLCTA, the people who can not be listed as beneficial owners mimics the exemptions in the CTA. Individuals who are not considered beneficial owners include:
- Minors*
- Agents or nominees acting on behalf of other people like lawyers or proxies
- Employees of the LLC with no stake in the companies profits
- Inheritors whose ownership comes through an inheritance
- Creditors
*If you do have minors who own 25% interest or have substantial control over your company, you’ll need to provide their parents’ or guardians’ information when reporting your beneficial ownership information.
*This is informational commentary, not advice. This information is intended strictly for informational purposes and does not constitute legal advice or a substitute for legal counsel. This information is not intended to create, nor does your receipt, viewing, or use of it constitute, an attorney-client relationship. More information is available in our Terms of Service.