Introduction & Overview
The New York LLC Transparency Act (the “Act”) entered into effect January 1, 2026 (“Effective Date”). In its final iteration following Governor Hochul’s veto at the end of 2025, the imposition of the beneficial ownership reporting obligations on limited liability companies (LLCs) under the Act is now limited to LLCs formed under the laws of a foreign country which are authorized to do business in the state of New York (“Covered LLCs”). To comply with the Act’s requirements, Covered LLCs will need to either file a Beneficial Ownership Disclosure (“Disclosure”), or, if an exemption applies, an Exemption Attestation (“Attestation”) with the New York Department of State (“DOS”).
On December 19, 2025, Governor Hochul vetoed the original legislation, where the Act would have also applied to U.S. limited liability companies, both formed in either New York or another state or U.S. territory. As currently formulated, the Act now mirrors the federal reporting requirements found in the March 2025 revision of the federal Corporate Transparency Act (“CTA”).
Reportable Beneficial Ownership Information
Absent an applicable exemption, Covered LLCs must report certain beneficial ownership information of their beneficial owners via filing a Disclosure with the DOS. As defined in the Act, a “beneficial owner” includes any individual who (i) either directly or indirectly owns 25% or more of the ownership interests in the Covered LLC, or (ii) exercises “substantial control” over the Covered LLC (for example, a managing member or executive). Consistent with the CTA, the Act will require a Covered LLC to “look-through” and consider the underlying individual ownership of any entities which own interests in the Covered LLC. Required information will include each beneficial owner’s (i) full legal name, (ii) date of birth, (iii) current business or residential address, and (iv) unique identifying number (for example, from a driver’s license, passport, or other government-issued ID). Importantly, U.S. persons do not have to be identified as beneficial owners.
Exemptions
Covered LLCs need not file a Disclosure if they qualify under one of the Act’s exemptions. Notably, the Act exempts from the definition of a “reporting company” (i) SEC-registered entities, including both investment advisers and investment companies, (ii) large operating companies with more than 20 full-time employees, over $5 million in annual U.S. revenue, and a physical U.S. office, and (iii) certain registered broker-dealers, amongst others.
Covered LLCs that satisfy one of the Act’s exemptions will instead need to file an Attestation with the DOS. The Attestation must cite the specific exemption claimed and the facts on which such exemption is based. Further, Covered LLCs filing an Attestation will be required to file annual statements reaffirming their good standing with the applicable exemption.
Filing Deadlines & Penalties
Covered LLCs that are authorized to do business in New York prior to the Effective Date will have until December 30, 2026 to file either the Disclosure or Attestation with the DOS. Covered LLCs that are authorized to do business in New York on or after the Effective Date will have 30 days from the date of authorization to file with the DOS. Further, there is a $25 non-refundable filing fee for each Disclosure or Attestation that is filed.
Covered LLCs that fail to file either the initial Disclosure, Attestation, or necessary annual statements within 30 days from the applicable deadline will be subject to fines.
Takeaways
The Act has taken effect on January 1, 2026, but its scope is substantially limited to cover only foreign (i.e., non-U.S.) limited liability companies authorized to do business in New York. Accordingly, it is expected that few entities will be required to file under the Act, as most foreign companies with U.S. operations set up a separate U.S. formed subsidiary through which the foreign company conducts its operations and such a U.S. subsidiary will not be subject to the Act.
However, for any non-U.S. entities that are authorized to do business in New York, there is uncertainty at this time as to what types of non-U.S. entities actually constitute “limited liability companies” under the Act.
