Governor Hochul signed into law the New York Limited Liability Company Transparency Act (NY LLCTA). Effective January 1, 2026, NY LLCTA will require owners of a Limited Liability Company (LLCs) to disclose beneficial ownership information to the New York Department of State (NY DOS). NY LLCTA is inspired by the federal Corporate Transparency Act (CTA), having adopted many of the federal law’s definitions. New York is the first state to implement its very own transparency laws that govern beneficial ownership information.
Exploring the NY LLCTA
A “reporting company” under the NY LLCTA closely follows the definition articulated in the CTA, with some differences. The NY LLCTA limits the definition of “reporting company” to apply only to domestic and foreign formed LLCs that are eligible to do business in the state of New York. Unlike the CTA, the NY LLCTA explicitly excludes entities such as corporations and limited partnerships.
The NY LLCTA has also adopted the CTA’s definition of a beneficial owner. In New York, a beneficial owner is an individual who directly or indirectly, through a contract or some other arrangement, “exercises substantial control over” the LLC; or owns or controls at least 25% of the ownership interest in the LLC.
The information the beneficial owner is required to disclose under the NY LLCTA includes the beneficial owner’s full legal name, their date of birth, the current business street address, and a unique identification number found in an acceptable identification document – a list of which is found in the CTA. If an LLC is claiming an exemption, a statement signed by a member or manager of the LLC must be submitted to the NY DOS. To be exempt, the LLC must qualify for an exemption under the CTA.
Filing Dates
Reporting dates will vary depending on when the LLC was formed. LLCs that were formed prior to January 1, 2026, will have until January 1, 2027, to comply with the NY LLCTA’s beneficial ownership disclosure requirements or to file an attestation of exemption. An LLC that was formed after January 1, 2026, will have 30 days to file their beneficial ownership information or their exemption.
Once disclosures are filed, LLC’s will have to file annual reports to update the NY DOS regarding the LLC’s beneficial owner information or confirm that no changes have occurred. Exempt LLCs are also required to file annual attestations to confirm the LLC’s exempt status.
Compliance
The NY DOS will classify any LLC that does not file their beneficial ownership disclosure for over 30 days as “past due.” This classification will be removed once an up-to-date beneficial ownership disclosure is filed.
Takeaway
LLC owners may want to prepare the necessary beneficial ownership information to file their disclosure requirements accurately, or to notify the NY DOS of their exempt status. To do so, familiarizing oneself with the NY LLCTA and the CTA is critical. Our Firm can help LLC owners navigate these complex statutes to comply with the newly-mandated regulations.