New York LLC Transparency Act to Impose New Reporting Requirements

The New York LLC Transparency Act, which introduces new reporting requirements for limited liability companies (LLCs) formed or registered to do business in New York State, takes effect on Jan. 1, 2026.

Under the act, LLCs formed or registered to do business in New York before Jan. 1, 2026, must file an initial report by Dec. 31, 2026. LLCs formed or registered to do business in New York on or after Jan. 1, 2026, must file their initial report within 30 days of formation or registration.

Reports must be submitted to the New York Department of State, which is required to keep the information confidential, although government and law enforcement agencies would have access under certain conditions. The Department of State has not yet released a filing portal or otherwise issued reporting guidance.

The disclosure report must identify each “beneficial owner” and “applicant” and include, for each of them, their full name, date of birth, residential or business address, and identifying number from a passport or state-issued driver’s license. The definitions for these terms contained in the federal Corporate Transparency Act (CTA) are incorporated by reference into the act. Generally, a beneficial owner is any individual who owns or controls at least 25% of the ownership interests in, or who exercises substantial control over, the LLC. An applicant is the individual who directly files the formation or registration document with the Department of State and the individual who is primarily responsible for directing or controlling that filing.

An LLC may be exempt from reporting if it satisfies one of the 23 exemption categories applicable to entities under the CTA. Entities that are exempt must file with the New York Department of State an attestation of exemption with supporting documentation.

All LLCs formed or registered in New York (whether or not they qualify as exempt) will be required to make an annual filing to either confirm or amend their beneficial ownership information or exempt status.

Penalties for noncompliance may include daily fines of up to $500 and suspension or dissolution.

Currently, substantial uncertainty exists about the actual scope of the act. The act’s definitions of key terms (such as “reporting company” and “beneficial owner”) are tied to the definitions of those terms under the CTA and its regulations. In March 2025, the U.S. Department of the Treasury’s Financial Crimes Enforcement Network issued an interim final rule under the CTA that excluded entities formed in the United States from its reporting requirements. Thus, a literal reading of the current New York statute would indicate that LLCs formed in the United States are not covered by the New York statute even if formed or registered to do business in New York. In response, the New York State Legislature passed a bill in June 2025 amending the act to “decouple” the New York statute’s definitions from the CTA and its regulations, effectively removing the uncertainty over the New York statute. The governor has not yet signed that bill into law.

We have not addressed the act’s many details in this very general overview. Please consult your Loeb lawyer for more specific guidance or advice on any particular situation. Given the 30-day reporting deadline that applies to new LLCs (or new registrations), clients should consult their Loeb lawyer before forming a new LLC in New York, or registering an existing LLC to do business in New York, on or after Jan. 1, 2026.

We will send another alert if and when the governor signs the pending legislation into law or the New York Department of State issues guidance or filing procedures.