New York LLC Transparency Act

By: William L. Bricker Jr. and Jordan Kohn

The federal Corporate Transparency Act (“CTA”), enacted in 2021, required “reporting companies” (i.e., corporations, limited liability companies, and other entities either (i) formed in the U.S. or (ii) formed under the laws of a foreign country and registered to do business in the U.S.) to submit information about their beneficial owners to the Treasury Department’s Financial Crimes Enforcement Network (“FinCEN”) (see previous blog post). After years of significant pressures by taxpayers and widespread litigation, in March 2025, federal regulators sharply narrowed the CTA’s reach to only foreign entities doing business in the United States.

As the federal CTA was being challenged and ultimately reduced in scope, the New York Legislature adopted its own CTA-type law in 2023 – the New York Limited Liability Company Transparency Act (“NYCTA”) – which, in contrast to the CTA, applied only to limited liability companies formed or authorized to do business in New York State (see previous blog post). The initial version of the NYCTA incorporated by reference many concepts and definitions from the CTA, including, significantly, the definition of “reporting company.” When the CTA was revised to cover only foreign reporting companies, the New York Legislature passed Senate Bill S8432 which amends the NYCTA to preserve its original intent that “reporting companies” under the NYCTA are most limited liability companies formed or authorized to do business in New York.

In practice, however, the NYCTA’s impact will primarily fall on small or closely held LLCs, such as single-purpose real-estate holding companies and family-owned businesses, since larger operating companies (those with more than 20 full-time employees, over $5 million in revenue, and a physical office in New York) are exempt from the reporting requirements.

The NYCTA is scheduled to take effect on January 1, 2026. However, Governor Kathy Hochul has yet to act on the 2025 amendments, and the New York Department of State (responsible for implementing the NYCTA) has yet to release any filing procedures or disclose how reports will be submitted. As a result, uncertainty abounds.

If the 2025 changes to the NYCTA are signed by Governor Hochul, beginning January 1, 2026, all LLCs formed under New York law and other LLCs authorized to do business in New York must file an attestation of exemption or a Beneficial Ownership Information (“BOI”) report identifying each individual who directly or indirectly owns or exercises substantial control over the company as follows:

• Existing LLCs (formed or registered before Jan. 1, 2026) must file their initial BOI report by Dec. 31, 2026;

  
  

• New LLCs (formed or registered on or after Jan. 1, 2026) must file within 30 days of formation or registration; and

  
  

• All LLCs must file annual updates confirming or amending previously reported ownership information.

  
  

• LLCs that qualify for an exemption must file an attestation of exemption, including factual support signed under penalty of perjury, on or before the aforementioned deadlines.

LLCs that miss their filing deadline will be listed as “past due.” Those that remain noncompliant for more than two years may be deemed “delinquent,” subject to an initial $250 fine, daily penalties of up to $500, and possible suspension or dissolution by the Department of State.

Given these legislative and administrative uncertainties, New York business owners should monitor developments closely and be prepared to comply starting January 1, 2026. The most practical step now is to stay informed and ready to act as the State provides further guidance.