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The New York LLC Transparency Act (the Act) went into effect as scheduled on January 1, 2026. However, on December 19, 2025, New York Governor Kathy Hochul vetoed legislation that would have broadened the scope of the Act beyond the federal Corporate Transparency Act (CTA) that it is modeled after. Most significantly, the proposed legislation would have clarified that the Act applies to both domestic and foreign limited liability companies registered to do business in New York.
Which entities need to disclose beneficial ownership information to NY DOS?
At this time, only limited liability companies formed outside the United States and registered to do business in New York are considered "reporting companies" and will be required to disclose beneficial ownership information to the New York Department of State (NY DOS), unless an exemption under the Act applies.
Who counts as a beneficial owner?
The definition of "beneficial owner" under the Act is the same as that under the CTA, namely, any entity or individual who, directly or indirectly, through any contract, arrangement, understanding, relationship, or otherwise (a) exercises substantial control over the entity, or (b) owns or controls at least 25% of the ownership interests of the entity. It is thus important to note that an individual may own the equity of a limited liability company indirectly and still qualify as a beneficial owner under the Act.
What needs to be disclosed?
Under the Act as currently enacted, a reporting company will be required to disclose its beneficial ownership information, identifying each beneficial owner and providing such beneficial owner's: (1) full legal name; (2) date of birth; (3) current home or business street address; and (4) a unique identifying number from an acceptable identification document as defined in the CTA (such as a driver's license or passport).
What obligations do exempt companies have?
The Act requires foreign (non-U.S.-formed) limited liability companies authorized to do business in New York which are claiming an exemption under the Act to file an attestation of exemption with NY DOS setting forth the specific exemption under 31 U.S.C. § 5336(a)(11)(B) that exclude the entity from reporting obligations under the Act and the facts on which such exemption is based. Domestic limited liability companies are not required to file an attestation of exemption with NY DOS.
When do I need to make filings with NY DOS?
At this time, reporting companies should prepare to make filings in accordance with the original deadlines set forth by the Act.
Foreign limited liability companies authorized to do business in New York before January 1, 2026 must file their beneficial ownership information report with NY DOS by December 31, 2026.
Foreign limited liability companies authorized to do business in New York after January 1, 2026 will have 30 days to file their beneficial ownership information report with NY DOS after filing an application for authority to do business in New York.
Entities claiming an exemption to reporting obligations under the Act are subject to the same deadlines, as set forth above.
Do I have any ongoing obligations after filing?
Yes, both reporting companies and exempt entities are required to update or confirm beneficial ownership information, or continue to claim any applicable exemptions to reporting obligations, on an annual basis.
Further Developments
Businesses subject to the Act should be prepared to make beneficial ownership filings by the applicable current deadline. Additional guidance can be found on the NY DOSwebsite.
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.
