December 15th, 2025

New York LLC Transparency Act: Beneficial Ownership Reporting Coming January 1, 2026

The New York Limited Liability Company Transparency Act (the "NY LLC Act") – modeled on the federal Corporate Transparency Act (“CTA”)[1] – is scheduled to take effect on January 1, 2026 (the “Effective Date”). Originally signed into law on December 23, 2023, and amended on March 1, 2024, the NY LLC Act will impose new beneficial ownership information (“BOI”) reporting obligations on all LLCs organized in New York or registered to do business as a foreign LLC in New York.[2]

Filing Deadlines and Ongoing Obligations

If an LLC is formed before January 1, 2026, its initial filing is due by January 1, 2027; if formed on or after that date, the filing must be submitted within 30 days of formation or registration.

After the initial filing, every LLC subject to the NY LLC Act – including exempt entities (described below) – must file an annual statement with the New York State Department of State (“NYDOS”) that:

  • confirms or updates such LLC’s BOI (or exempt status);
  • provides the street address of such LLC’s principal executive office; and
  • includes any additional information NYDOS may require.

Who Is Affected – LLCs Subject to Reporting

The NY LLC Act applies to every LLC that is either (i) formed by filing with the NYDOS; or (ii) registered as a foreign LLC with the NYDOS. It does not apply to corporations, limited partnerships, general partnerships or trusts, and it also provides 23 exemptions that are closely aligned with those under the CTA, including:[3]

  •  publicly traded companies;
  • certain “inactive” entities meeting a strict definition of “inactive”;[4]
  •  non-profits that qualify as tax-exempt under Section 501(c) of the Internal Revenue Code; and
  •  "large operating companies" (defined as having at least 20 full-time employees, more than $5 million in annual revenue and a physical office in New York).

Importantly, even an exempt LLC must file an annual exemption attestation with NYDOS identifying the exemption applicable to such LLC and the basis for claiming it. 

What Must Be Reported – BOI Disclosure[5]

An LLC that is not exempt must disclose each individual “beneficial owner” who (i) exercises substantial control over such LLC (including, for example, senior officers of the entity and individuals with authority to direct, determine or substantially influence the entity’s key decisions); or (ii) owns or controls at least 25% of such LLC’s ownership interests. For each beneficial owner, the filing must include:

  • full legal name;
  •  date of birth;
  •  residential or business street address; and
  • a unique identification number from a government-issued ID (such as a passport or driver's license).

The NY LLC Act incorporates key CTA definitions – including “applicant,” “substantial control,” and “ownership interest,”[6] thus avoiding the need to draft lengthy definitions, but this approach also leaves open the possibility that changes or ambiguities in the federal regime may flow directly into New York law unless and until state-specific guidance is issued.

Penalties for Missing Deadlines

The NY LLC Act includes escalating consequences for noncompliance. If an LLC fails to file or update required reports within 30 days of the applicable deadline, it will be labeled “past due” in NYDOS’s public records. If noncompliance continues for more than two years, the LLC will be classified as “delinquent.” It is unclear whether an LLC designated as “past due” or “delinquent” results in such LLC not being deemed in good standing. Monetary penalties may include fines of up to $500/day, and the New York State Attorney General may bring an enforcement action to suspend, cancel or dissolve a “delinquent” LLC.

Unresolved Issues and Compliance Gaps

To clarify the NY LLC Act’s scope and support enforceability, the New York Legislature passed Senate Bill S8432 (substituting A8662A) earlier this year. This bill would confirm that the NY LLC Act applies exclusively to LLCs, retain the 23 exemptions and continue to rely on federal definitions to avoid duplicative rulemaking at the state level, but it has yet to be signed by the Governor, and until it is and the NYDOS issues implementing regulations and the required forms and launches the electronic reporting portal, a number of issues relating to implementation of the NY LLC Act remain unclear. For example, New York currently has no equivalent to the federal FinCEN identifier, as a result of which individuals may be required to provide personal identifying information directly in the state filings. Existing LLCs could be required to report information with respect to historical “applicants,” which could be particularly burdensome for older entities having incomplete records or records that are difficult to reconstruct. In addition, because the NY LLC Act depends on CTA definitions without fully restating them, federal changes or legal challenges could create interpretive risk at the state level.

Recommended Immediate Steps

Our firm is monitoring developments relating to the NY LLC Act. In the meantime, those owning or controlling existing New York LLCs or who are contemplating the formation of a New York LLC in 2026 should carefully consider the potential application of the NY LLC Act’s BOI reporting requirements and applicable filing deadlines. We are available to assist our clients in analyzing the applicability of those requirements and deadlines so they can prepare to timely file their BOI reports with the NYDOS.  

If you have questions, please contact Jeffrey Marks at (212) 826 5536 or jmarks@fkks.com, or Jonah Brill at (212) 705 4897 or jbrill@fkks.com, or any other member of the Frankfurt Kurnit Corporate Group