Following changes to the federal Corporate Transparency Act (“CTA”), in June 2025, the New York Legislature passed a bill to amend the New York Limited Liability Company Transparency Act (NY LLCTA), aiming to resolve conflicts with the ever-evolving federal framework and to enact its own beneficial ownership information reporting system. If signed into law, the amended NY LLCTA will require all NY LLCs to report their beneficial ownership information with the State government beginning January 1, 2026.
What is the NY Limited Liability Company Transparency Act?
The NY LLCTA is a state law that requires any limited liability company (“LLC”) formed in New York or authorized to do business in New York to file a beneficial ownership report with New York’s Department of State, unless the LLC qualifies for one of the NY LLCTA’s exemptions. The NY LLCTA list of exemptions includes banks, credit unions, insurance companies, and other types of entities. If an exemption applies, the company must still file a statement with the Department of State indicating which exemption they qualify under.
What is a beneficial ownership report?
Under the current proposed NY LLCTA, a beneficial ownership report is a statement filed with the Department of State that includes identifying information for beneficial owners of the reporting LLC. For the purposes of the NY LLCTA, a beneficial owner is any individual who either exercises substantial control over the LLC or holds 25% or more of the LLC’s ownership interests.
A New York LLC’s beneficial ownership report must include the owner’s and company applicant’s legal name, date of birth, current home or business street address, and a unique identifying number from an acceptable document, such as a driver’s license or passport.
Will the information in my beneficial ownership report be publicly available?
When the NY LLCTA was initially introduced in December of 2023, it aimed to create a public database containing ownership information. However, due to significant backlash over privacy concerns, Governor Hochul signed an amendment to the NY LLCTA that removed the public database from the act. As a result of this revision, the NY LLCTA now permits only specific government agencies to access beneficial ownership information.
When will the NY Limited Liability Company Transparency Act take effect?
The amended NY LLCTA, if signed by the Governor, is set to become effective on January 1, 2026. Any existing LLC formed or registered to do business in New York before January 1, 2026, must file a beneficial ownership report with the NY Department of State by January 1, 2027. Any LLC formed or registered on or after January 1, 2026, must file a beneficial ownership report within thirty days of filing its Articles of Organization or Application for Authority. Additionally, unlike the one-time filing under the federal framework, the NY LLCTA imposes an annual filing requirement. This annual statement must be filed with the Department of State and must either confirm or update:
- The LLC’s beneficial ownership information,
- The street address of the LLC’s principal office,
- The LLC’s status as an exempt company, if any of the exemptions apply, and
- Any other information specifically required by the Department of State.
What happens if you fail to comply with the NY Limited Liability Company Transparency Act?
If the law becomes effective, any LLC that fails to file the required disclosures within 30 days of when the report is due will be shown as “past due” on the Department of State’s records. If the LLC fails to file or update its report for more than two years, it will be designated as “delinquent.” For each day the LLC is “past due,” the Attorney General may assess a fine of up to $500. Removing the LLC’s “past due” status will require payment of all such fines plus an additional reinstatement fee of $250.
Conclusion
As of today, the proposed amendments to the NY LLCTA remain unsigned by the Governor and those changes have not gone into effect.
Romano Law will continue to monitor the legislative developments and update this post as new information becomes available.
If you own a NY LLC, it is important that you keep an eye on the legislative developments and consult with an experienced attorney familiar with the NY LLCTA to ensure compliance. Contact a member of our team today.
Contributions to this blog by Gianna Smurro.
