New York LLC Transparency Act: Who Must File, Deadlines, and Penalties
The New York LLC Transparency Act (NYLTA) took effect on January 1, 2026, and requires non-exempt LLCs formed outside the United States and authorized to do business in New York to file beneficial ownership information with the New York Department of State. After Governor Hochul's December 2025 veto of a proposed expansion, LLCs formed inside the U.S. are exempt from reporting — but exempt companies may still need to attest to their exemption, and the penalties for companies that must file and don't reach $500 per day.
What this rule requires — at a glance
- Who must comply
- LLCs formed outside the U.S. that are authorized to do business in New York (non-exempt)
- What's required
- File a beneficial ownership disclosure (or attestation of exemption) with the NY Department of State
- Effective
- January 1, 2026
- Deadline
- December 31, 2026
- Penalty for non-compliance
- "Past due" then "delinquent" status on public record, fines up to $500/day, and possible AG action to suspend or dissolve the LLC
- Enforcing agency
- New York Department of State
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What changed
New York enacted its own state-level version of the federal Corporate Transparency Act, aimed at ending anonymous LLC ownership in the state. As originally passed, the law would have covered every LLC formed or registered in New York. Two late changes narrowed it: first, FinCEN's March 2025 interim final rule exempted all U.S.-formed companies from federal beneficial ownership reporting, and then Governor Hochul's December 19, 2025 veto of a proposed expansion left New York's law applying only to foreign-formed LLCs authorized to do business in the state.
The result as of 2026: a foreign-formed LLC doing business in New York must report each beneficial owner — any individual who owns or controls at least 25% of the company or exercises substantial control over it — to the Department of State. LLCs that qualify for one of the law's exemptions (which track the federal CTA's 23 exemption categories) must file an attestation of exemption instead of a full disclosure.
Who is affected
You are in scope if your LLC was formed under the law of a country outside the United States and is authorized to do business in New York State. Existing foreign LLCs — those authorized before January 1, 2026 — have until December 31, 2026 to file. Foreign LLCs that register on or after January 1, 2026 must file within 30 days of registration.
U.S.-formed LLCs, including those formed in New York itself, are exempt from the reporting requirement following the December 2025 veto. Corporations, LPs, and other non-LLC entities are outside the law entirely — it covers LLCs only. If you are unsure whether one of the exemption categories (banks, insurers, SEC-registered companies, large operating companies, and others) applies to you, that determination is exactly what a business attorney or CPA should confirm before the deadline.
How to comply, step by step
- Determine whether your LLC is foreign-formed and authorized to do business in New York — if it is U.S.-formed, you are exempt from reporting under the law as amended.
- Check the exemption list: the NYLTA borrows the federal CTA's exemption categories. Exempt companies file an attestation of exemption rather than a beneficial ownership disclosure.
- Identify every beneficial owner: any individual owning or controlling 25% or more of ownership interests, plus anyone exercising substantial control (senior officers, key decision-makers).
- Collect required owner details (name, date of birth, address, identifying number) and file the disclosure with the NY Department of State before December 31, 2026 (or within 30 days of a new registration).
- Calendar the update obligation: changes to previously reported information must be corrected or updated within 30 days — treat it as an ongoing compliance item, not a one-time filing.
Frequently asked questions
Does the NY LLC Transparency Act apply to my New York-formed LLC?
No — not for reporting. After Governor Hochul's December 19, 2025 veto of the proposed expansion, the reporting obligation applies only to LLCs formed outside the United States that are authorized to do business in New York. A New York-formed (or any U.S.-formed) LLC is exempt from filing beneficial ownership information under the law as it stands in 2026. Watch this space, though: the legislature attempted to broaden the law once and may try again.
How is this different from the federal BOI reporting requirement?
FinCEN's federal beneficial ownership reporting under the Corporate Transparency Act was narrowed in March 2025 so that U.S.-formed companies no longer report at all; only foreign companies registered to do business in the U.S. still file federally. New York's law is a separate, state-level filing with the NY Department of State — a foreign LLC doing business in New York may need to file both the federal BOI report with FinCEN and the New York disclosure.
What happens if a covered LLC misses the December 31, 2026 deadline?
The Department of State first marks the company "past due" in its public records. After two years of noncompliance it becomes "delinquent," fines can reach $500 per day, and the New York Attorney General can seek to suspend, cancel, or dissolve the LLC. Knowingly filing false beneficial ownership information can also bring civil penalties and criminal exposure.
Is the information filed under the NYLTA public?
No. Unlike early drafts of the law, which contemplated a public database, beneficial ownership information filed under the NYLTA is maintained confidentially by the Department of State, accessible to law enforcement and certain government agencies. What IS public is the compliance status — a "past due" or "delinquent" label is visible on the state's public records.
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