The NYS LLC Transparency Act Set to Take Effect January 1, 2026

by | Dec 22, 2025

The NYS LLC Transparency Act Set to Take Effect January 1, 2026

By Stephen Lapp

The New York State LLC Transparency Act (NY LLCTA), which imposes certain disclosure requirements on LLCs, is set to take effect on January 1, 2026.   

What is the NY LLCTA? 

The NY LLCTA, which was originally signed into law on December 22, 2023, imposes certain beneficial owner disclosure requirements at the time of formation and annually thereafter.  These requirements are separate from the similar filing requirements at the federal level imposed under the federal Corporate Transparency Act (CTA).  

Who needs to file?

All “reporting companies” are required to file with the New York Department of State a beneficial ownership disclosure incorporating the beneficial owner’s full legal name, date of birth, current home or business address, and a unique identifying number from an unexpired government issued ID.  All “exempt companies” are required to file with the New York Department of State an attestation of exemption stating the specific exemption.  Unlike the CTA, the NY LLCTA, only applies to LLCs.  As the NY LLCTA currently stands, the definition of a “reporting company” and an “exempt company” mirror their respective definitions under the CTA. 

In March 2025, the Financial Crimes Enforcement Network (FinCEN) issued an interim final rule narrowing the definition of a reporting company for purposes of the CTA to mean only those entities that are formed under the law of a foreign country and that have registered to do business in any U.S. State or Tribal jurisdiction by the filing of a document with a secretary of state or similar office.  In response, New York introduced legislation (Senate Bill S8432) specifically defining beneficial owner, reporting entity, and exempt entity in an effort to clarify their meanings and to distinguish the NY LLCTA from the CTA.  The legislation has passed both houses and is set to be signed by the governor.  If signed by the governor, a reporting company would include both domestic LLCs and foreign LLCs authorized to do business in NYS. 

What are the filing deadlines? 

  • Previously Formed and Authorized LLCs (Prior to January 1, 2026).  All previously formed or authorized reporting companies and exempt companies shall have to December 31, 2026 to file their beneficial ownership disclosure or statement of exemption, as applicable. 
  • LLCs Formed or Authorized after January 1, 2026.  All reporting companies and exempt companies formed or authorized after January 1, 2026 shall file their beneficial ownership disclosure or statement of exemption, as applicable, within thirty (30) days after the initial filing of their articles of organization or application for authority.
  • Continuing Obligation.  After the initial filing, all reporting companies and exempt companies must file annual updates regarding beneficial ownership, changes to principal office address, and/or its status as an exempt entity, as applicable.

Going forward.

In order to avoid penalties under the NY LLCTA, both New York LLCs and foreign LLCs authorized to do business in New York should review their beneficial ownership information and be prepared to file prior to the above deadlines. 

The attorneys at Evans Fox will continue to monitor any developments pertaining to the NY LLCTA, the CTA, and the FinCEN Interim Final Rule.