New York LLC Transparency Act Update & Scope

The New York LLC Transparency Act (the ”Act”) was enacted on March 1, 2024, and took effect on January 1, 2026. Under the Act, limited liability companies (“LLCs”) formed under the laws of a non-U.S. jurisdiction (“Foreign LLCs”) that are authorized to do business in New York will be considered “reporting companies” and must report their beneficial ownership information (“BOI”) unless one of the 23 exemptions applies.¹ Modeled on the federal Corporate Transparency Act (the “federal Act”), the Act was proposed to be modified by New York State Senate Bill S8432 to require all LLCs, formed or authorized to do business in New York to report their BOI; however, that bill was vetoed by Governor Hochul on December 19, 2025. As a result, the Act follows the federal Act in its application to foreign entities registered to do business in the United States but is more limited than the federal Act in that the Act applies only to Foreign LLCs authorized to do business in New York.² Non-exempt Foreign LLCs are required to report their BOI to the New York Department of State. A Foreign LLC that has not been authorized to do business in New York but is operating or doing business in New York should file its certificate of authority and, following receipt thereof, file its BOI (or its exemption attestation as discussed further below) with the New York Department of State in accordance with the Act.

Beneficial Ownership Information

Beneficial ownership disclosure requires each reporting company to identify each “applicant” and “beneficial owner” and report each such person’s full legal name, date of birth, current home or business street address, and an identifying number from a valid identification document. Filings will be maintained in a database accessible only (i) upon request, (ii) with the consent of the beneficial owner, (iii) pursuant to court order, or (iv) by federal, state, or local law enforcement.

Exemptions

If a Foreign LLC is claiming an exemption under the Act, it must file an attestation of exemption within 30 days of its authorization to do business in New York. These exemptions follow the exemptions under the federal Act.³ The New York Department of State has issued FAQs that are ambiguous as to whether LLCs formed under the laws of a U.S. state or territory are required to submit exemption attestations.⁴ Whether the New York Department of State will require non-Foreign LLCs to file exemption applications may be clarified starting soon. The New York Department of State is to publicly list LLCs that are delinquent in failing to file required exemption attestations (see paragraph below). LLCs formed in New York in 2026, if required to submit exemption attestations, must do so within 30 days after formation. Consequently, any 2026 domestic LLCs that have not filed exemption attestations should appear on the delinquent list possibly as early as January 31, 2026, if the New York Department of State will require them.

Filing Timing & Penalties

For Foreign LLCs existing prior to January 1, 2026, filings under the Act must be made by January 1, 2027. For any Foreign LLC formed or authorized to do business in New York on or after January 1, 2026, filings must be made within 30 days of such formation or qualification. Failure to file the requisite reporting company information or attestation of exemption, as applicable, will result in the Foreign LLC appearing in New York Department of State records as past due after 30 days and delinquent after two years from the filing deadline. Delinquent companies incur daily fines of up to $500 until the required filing is made and a $250 fine is paid, at which point the past due or delinquent status can be removed. The New York Department of State provides the forms and filing instructions on its website, which detail how the BOI, related fees, and exemption attestations should be submitted.⁵

Conclusion

The BOI reporting requirements of the Act apply only to Foreign LLCs authorized to do business in New York that are not otherwise exempt from filing. If you have any questions or would like assistance regarding the Act or its BOI reporting requirements, please contact Michelle Cox at mcox@mosessinger.com, Jeffrey Davis at jdavis@mosessinger.com, or Allan Grauberd at agrauberd@mosessinger.com.