What You Need to Know to Comply with the New York Limited Liability Company Transparency Act
On January 1, 2026, the New York Limited Liability Company Transparency Act became effective. At present, it only requires disclosure of names and personal information for beneficial owners of limited liability companies formed under the law of a foreign country and first qualified to do business in New York State after January 1, 2026. These foreign entities will need to file an initial and annual beneficial ownership disclosure statement or attestation of exemption.
New York Limited Liability Company Transparency Act does NOT apply to:
· Limited Liability Company’s formed in New York State. This would include cooperative corporations, condominium associations and homeowner associations or any other LLC entity formed in New York State.
· Limited Liability Company’s formed in another state or U.S. territory, including companies formed in Puerto Rico, and authorized to do business in New York State, are exempt from reporting requirements.
· Foreign 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.
· The forms provided on the NYS Department of State website make clear that no domestic entity need file a notice claiming an exemption from filing because they are not a foreign entity.
· The law does not apply to new companies formed as S corporations.
Foreign Limited Liability Company disclosure requirements
Foreign corporations first qualified to do business in New York from and after January 1, 2026 will be required to file information as to beneficial ownership which includes: (1) full legal name, (2) date of birth, (3) current home or business address, and (4) a unique identifying number from (i) an unexpired passport, (ii) an unexpired state driver’s license; or (iii) 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.
The individual responsible for filing the entity’s registration with the DOS must also provide the same identifying information.
Exemptions
Foreign authorized limited liability companies that were formed under the laws of a foreign country that meet a condition for exemption are required to file an initial and annual Attestation of Exemption with the Department of State. The Attestation of Exemption form applies only to a foreign limited liability company. If the basis for an exemption ceases to exist, the entity must file a beneficial ownership reporting statement.
In addition to companies submitted as S corporations, there are 23 listed exemptions (or 24 exemptions, considering the interim final rule under the federal CTA) (31 U.S.C. § 5336(a)(11)(B)), such as, securities reporting issuers, banks, credit unions, securities brokers or dealers, venture capital fund advisers, accounting firms, tax-exempt entities, and large operating companies.
Beneficial Ownership
There are five exceptions to the definition of beneficial owner. The five exceptions are: minor child; nominee, intermediary, custodian or agent; employee; inheritor and creditor.
Beneficial owners must be individuals (e.g., natural persons). Trusts, corporations and other entities are not beneficial owners, so reporting the names of such entities does not satisfy disclosure requirements. You must disclose the individuals who are beneficial owners of the entity or entities that control the reporting company.
Reporting deadline
Effective January 1, 2026, limited liability companies that were formed outside of the United States, must file either a beneficial owner disclosure statement or attestation of exemption within thirty days of filing an application for authority with the New York State, Department of State. Entities authorized to do business in New York prior to January 1, 2026, must file a beneficial owner disclosure statement or attestation of exemption by December 31, 2026.
Confidentiality of reported information
Beneficial ownership information is confidential and exempt from disclosure under the Freedom of Information Law (FOIL).
NY Department of State website
NYS Department of State has revised its Beneficial Owner Disclosure website to provide instructions, FAQ’s and forms to be used to (i) file a beneficial ownership disclosure report, (ii) claim an exemption from filing and/or (iii) pay by credit card the fee of $25 per filing of each form.