New York's LLC Beneficial Ownership Disclosure Law Is Now In Effect

Following several changes from its initial inception, New York's LLC Transparency Act (the NY Transparency Act) is now in effect, requiring certain foreign companies registered to do business in New York to file annual disclosures.

What you need to know

• The NY Transparency Act, modeled on the U.S. Corporate Transparency Act (CTA), took effect January 1, 2026.
• Non-exempt limited liability companies (LLCs) formed under the law of a foreign country and which are authorized to do business in New York are required to file with the Department of State initial and annual disclosure statements that provide the names and other identifying information of those who own or control the LLC.
• Unlike the CTA which does not require exempt companies to file, reporting companies exempt from the New York disclosure requirements must still submit an attestation of exemption.

A bumpy path to get here

The CTA is a U.S. federal anti-money laundering statute designed to identify the individuals who own or substantially control companies formed or doing business in the U.S. The CTA established a confidential database accessible to certain law enforcement agencies and financial institutions.

Uncertain that state law enforcement would benefit from the CTA, the New York Legislature in 2024 enacted its own beneficial ownership disclosure law focused on LLCs. Largely relying on terminology defined by the CTA, the NY Transparency Act as originally drafted would have required LLCs formed in New York, or formed outside of New York and authorized to do business within the state, to file a disclosure of their beneficial ownership unless otherwise exempt.

In March 2025, however, the U.S. Financial Crimes Enforcement Network (FinCEN) substantially modified the CTA's implementing regulations, in particular by re-defining a "reporting company" to include only a company organized outside the U.S. that is registered to do business in a U.S. state. That change, in turn, means that a "reporting company" within the meaning of the NY Transparency Act is limited to an LLC formed under the law of a country outside the U.S. and that is authorized to do business in New York. No LLC formed in the U.S. is required to submit beneficial ownership information to New York. The NY Transparency Act also adopts the CTA's 23 exemptions, so U.S. publicly-traded companies and their wholly-owned or controlled subsidiaries are exempt, as are so-called "large operating companies" and their wholly-owned or controlled subsidiaries, among others.

The New York Legislature passed a bill in mid-2025 that would have de-coupled the NY Transparency Act from the CTA and adopted other clarifying amendments, but Governor Kathy Hochul vetoed it, stating that "imposing additional requirements on LLCs is not in the interest of New York State".

Reporting company obligations under the NY Transparency Act

LLCs required to submit information under the NY Transparency Act that were authorized to do business in New York before January 1, 2026 have nearly a year, or until December 31, 2026, to file their initial beneficial ownership information or an attestation of exemption.

All other LLC "reporting companies" must file either an initial beneficial owner disclosure statement or an attestation of exemption within 30 days of filing an application for authority with the New York Department of State.

Similar to the CTA, a beneficial owner under the NY Transparency Act is an individual that exercises "substantial control" over or who owns 25% or more of a reporting company. Consistent with the March 2025 revisions to the CTA's implementing regulations, reporting companies are not required to include beneficial ownership information for owners that are U.S. persons, including citizens of Puerto Rico or other U.S. territories.

For beneficial owners whose information is required to be disclosed, reporting companies must provide the individual's:

1. full legal name;
2. date of birth;
3. current home or business address; and
4. a unique identifying number from (a) an unexpired passport, (b) an unexpired state driver's license, or (c) an unexpired identification card or document issued by a state or local government agency or tribal authority for the purpose of identification of that individual.

Following a reporting company's initial filing with the NY Department of State, it is obligated to submit an annual statement confirming or updating: (1) its beneficial ownership disclosure information; (2) the street address of its principal executive office; (3) status as an exempt company, if applicable; and (4) such other information as may be designated by the NY Department of State.

The content of this article is intended to provide a general guide to the subject matter. Specialist advice should be sought about your specific circumstances.