New York LLC Transparency Act: What Entrepreneurs Need to Know
Since the original drafting of the New York LLC Transparency Act (“NYLTA”), several developments — most notably changes to the federal Corporate Transparency Act (“CTA”) regime and a gubernatorial veto — have dramatically limited the state law’s scope.
This post breaks down the current state of the law for entrepreneurs and small business owners.
A Quick Refresher: Where NYLTA Came From
New York enacted the NYLTA to mirror the federal CTA’s beneficial ownership reporting requirements at the state level. The original goal was to require LLCs formed or authorized in New York to disclose who actually owns or controls them. Those disclosures were intended to improve transparency, combat fraud, and supplement federal efforts to root out illicit activity.
However, federal changes in 2025 dramatically narrowed the CTA’s scope, and New York’s Legislature attempted to restore the broader version through state amendments — but NY’s Governor vetoed that amendment in December 2025. As a result, the enacted NYLTA has a much narrower practical reach as of its January 1, 2026 effective date.
What the NYLTA Currently Applies To
Under the law as it currently stands:
Only foreign LLCs — that is, LLCs formed under the law of a foreign country (not a U.S. state) — that are registered to do business in New York currently have beneficial ownership reporting obligations.
Domestic U.S. LLCs formed in New York (and domestic foreign LLCs from other U.S. states) currently are not required to file beneficial ownership information with New York because the federal CTA no longer requires BOI reporting for U.S. entities, and NYLTA’s text still incorporates federal definitions.
NYLTA’s definitions (like “beneficial owner,” “reporting company,” and “exempt company”) still tie to the CTA’s definitions, which were changed by federal interim rules in 2025 to apply only to foreign companies.
In plain terms: most U.S. entrepreneurs operating a New York LLC are not currently subject to NYLTA’s reporting requirements unless the LLC is a non-U.S. entity registered in New York.
How Beneficial Ownership Reporting Works (for Foreign LLCs)
If your LLC does fall within NYLTA’s present scope (i.e., non-U.S. LLC registered in New York), here’s what to expect:
What’s Reported:
Names of beneficial owners
Dates of birth
Current business or residential street addresses
A unique identifying number (e.g., passport or government-issued ID)
These reporting items closely resemble the CTA’s current forms.
Timing:
Foreign LLCs first qualified before January 1, 2026 have until December 31, 2026 to file their initial beneficial ownership report or an attestation of exemption.
New foreign LLCs formed or registered on or after January 1, 2026 must file within 30 days of formation or registration.
Annual Updates:
LLCs must file an annual statement confirming or updating the information already submitted. This differs from the federal CTA, which only requires updates when information changes.
Exemptions Still Matter
Even within this limited scope, exemptions comparable to those in the federal CTA continue to apply. Entities such as regulated financial institutions or certain large operating companies may qualify for an exemption, but they must file an attestation of exemption with the Department of State to claim it.
Importantly, qualifying for an exemption does not mean no filing at all — it means a different filing (the attestation). Issuing the exemption properly protects your LLC’s compliance status.
Penalties for Non-Compliance
Foreign LLCs that meet NYLTA’s current scope have strong incentives to comply:
Late filings can result in penalties marked as “past due” and may attract fines per day.
Extended non-compliance can lead to being marked “delinquent” and subject to fines of up to $500 per day.
In extreme cases, the Attorney General could seek to suspend or dissolve a non-compliant LLC’s authority to do business in New York.
What This Means for Entrepreneurs Today
For most domestic entrepreneurs running U.S. LLCs in New York, the good news is that NYLTA currently does not require beneficial ownership disclosures, thanks to federal regulatory changes and the governor’s veto of broader state amendments.
However:
If your LLC is foreign-formed and registered in New York, you do need to file beneficial ownership information or an exemption attestation by the applicable deadlines.
The law remains fluid: proposed amendments (e.g., S.8432/A.8662-A) aimed at expanding NYLTA’s reach to domestic LLCs are still circulating and may be enacted in the future.
Separate federal BOI regimes (e.g., CTA reporting to FinCEN) may still apply depending on your entity structure and ownership — and those federal rules continue to evolve.
Practical Next Steps for Entrepreneurs
1. Confirm your LLC’s status — domestic vs. foreign — and its registration details in New York.
2. Check whether your entity is currently subject to NYLTA based on the limited scope. If it is, prepare and file the appropriate beneficial ownership disclosure or exemption attestation.
3. Stay up to date — both federal and state transparency laws are changing. Consultation with counsel can help you avoid surprises.
4. Build good compliance habits — even if NYLTA doesn’t apply today, federal BOI regimes or future New York amendments could affect your LLC.
Final Thoughts
The promise of increased transparency remains a public policy goal, but as of early 2026 the practical impact of New York’s LLC Transparency Act on domestic U.S. entrepreneurs is limited. Still, understanding your obligations — and being ready if the law expands — is critical to protecting your business and preserving its good standing in New York.
If you’re unsure how these rules affect your LLC, a tailored legal review now can save headaches (and penalties) later.
Disclaimer: This blog post is provided for general informational purposes only and does not constitute legal, tax, or financial advice. Reading this post does not create an attorney-client relationship with me or my law firm. Reach out for a consultation and to obtain advice specific to your individual legal needs.