New York’s LLC Transparency Act to Take Effect on January 1, 2026
November 18, 2025
Starting January 1, 2026, limited liability companies (“LLCs”) formed or registered to do business in New York will be obligated to file informational reports or exemption attestations under the state’s recently amended LLC Transparency Act.
On December 22, 2023, Governor Kathy Hochul signed into law the New York LLC Transparency Act (as amended on March 1, 2024, the “LLCTA”). The LLCTA was modeled after the federal Corporate Transparency Act (the “CTA”).
In March 2025, the U.S. Treasury Department’s Financial Crimes Enforcement Network (“FinCEN”), by interim final rule, exempted all entities created in the U.S. and their beneficial owners (including New York LLCs) from filing beneficial ownership reports at the federal level with FinCEN. Regardless, the LLCTA still requires covered LLCs to file beneficial ownership information (“BOI”) with the New York Department of State (the “NYDOS”) to create a database of beneficial owners accessible to law enforcement and government regulatory authorities.[1]
Who Does the LLCTA Affect?
The LLCTA applies to all LLCs formed or registered to do business in New York State, subject to certain reporting exemptions as described below.
What Does the LLCTA Require and When?
LLCs already formed or registered to do business in New York before January 1, 2026, will have one year (i.e., by January 1, 2027) to either (i) file a BOI report, or (ii) file a signed attestation claiming an exemption from the LLCTA’s filing requirements.
Meanwhile, LLCs formed or registered to do business in New York after January 1, 2026, must file a BOI report or attestation within 30 days of formation or registration.[2]
BOI reports must include the name, date of birth, address, and a government issued identification number of individuals who beneficially own or substantially control the LLC.[3]
There are 23 exemptions to the LLCTA’s reporting requirements that can be claimed by signed attestation. These exemptions are the same as those provided by the CTA and include, but are not limited to, the following:
- Publicly traded companies.
- “Large operating companies” that have more than 20 full-time employees, $5 million or more in gross receipts annually, and an operating presence with a physical office in New York.
- Regulated insurance companies.
- Regulated banks, bank holding companies, or savings and loan holding companies.
- Brokers/dealers registered with the U.S. Securities and Exchange Commission.
All BOI reports and signed attestations must be filed, and updated or confirmed annually, with the NYDOS.
Will BOI Data Be Protected?
The LLCTA states that all BOI not already required to be included in the state’s business entity database will be deemed confidential and encrypted or protected in a similar matter. However, the LLCTA provides for an exception from confidentiality for law enforcement purposes.
What Are the Penalties for Non-Compliance?
Any LLC that fails to comply with the LLCTA’s reporting or attestation requirement beyond 30 days from the relevant filing deadline will be marked “past due” by the NYDOS.
Any LLC that remains “past due” for at least two years will be mailed a delinquency notice and labeled as “delinquent” in NYDOS records if it does not comply within 60 days of the delinquency notice mailing date.
The New York Attorney General may assess fines of up to $500 per day that an LLC is past due or delinquent in its BOI filings. A past due and delinquent status can be removed from the NYDOS’ records by (i) filing all required reports and/or attestations; (ii) paying a fine of $250, in addition to the potential $500/per day penalty; and (iii) filing a verification for the New York Attorney General that any assessed penalties have been paid. The New York Attorney General also may bring an action that may result in a delinquent entity’s dissolution or cancellation, or the annulment of an LLC’s authorization to conduct business in New York.
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[1] On March 1, 2024, New York Governor Hochul signed New York Senate Bill 8059, repealing and replacing the original version of LLCTA. The more recent New York Senate Bill 8432 (the “Pending Bill”) establishes definitions and exemptions to implement New York’s transparency reporting without regard to FinCEN’s exemption of U.S. entities from analogous federal reporting. The Pending Bill passed both houses of New York’s legislature in June 2025 and awaits approval by Governor Hochul. As of the date of this alert, the LLCTA is scheduled to take effect on January 1, 2026.
[2] E.g., an LLC formed on January 1, 2026, must file by January 30, 2026, and an LLC registered on February 1, 2026, must file by March 3, 2026.
[3] The level of beneficial ownership and/or control of the entity is derived from analogous provisions of federal law and refers to a 25% “ownership interest” of “substantial control” elements as defined therein.
Click here to view a downloadable PDF of the legal update.
This Legal Update is intended to keep readers current on developments in the law. It is not intended to be legal advice. If you have any questions, please contact Grace Royle at 617.342.6855 or groyle@eckertseamans.com, Rob Lustrin at 914.286.2814 or rlustrin@eckertseamans.com, Ernie Holtzheimer at 215.851.8489 or eholtzheimer@eckertseamans.com, or any other attorney at Eckert Seamans with whom you have been working.
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