New York has finalized its own set of disclosure requirements on limited liability companies, or LLCs, similar to those mandated by the federal Corporate Transparency Act (CTA).

This makes New York the first state to impose requirements that mirror the federal CTA, which took effect in January 2024 and requires disclosures to the U.S. Department of the Treasury’s Financial Crimes Enforcement Network (FinCEN).

As outlined in our prior alert, the New York LLC Transparency Act (NYLLCTA) applies to all limited liability companies (LLCs) formed under New York law, as well as those formed elsewhere that are authorized to do business in New York. Covered LLCs must disclose the identities of their beneficial owners, their dates of birth and their business addresses, among other things, unless an exemption from the reporting requirements applies.

Reporting Dates Set

The latest development is the signing of a chapter amendment that extends the law’s effective date by one year. This means that the earliest reporting date will be Jan. 1, 2026, for entities formed on or after that date, and Jan. 1, 2027, for entities formed or qualified to do business prior to Jan. 1, 2026.

The NYLLCTA and the chapter amendment both revise the New York Limited Liability Company Law (NY LLCL), but the chapter amendment repeals or amends certain of the NYLLCTA’s revisions.

As revised, the NY LLCL will require certain existing and newly formed LLCs organized or qualified to do business in the State of New York, to disclose beneficial ownership information (BOI).

Disclosures must include each beneficial owner’s and applicant’s: full legal name; date of birth; current home or business street address; identification number from a passport, state driver's license or state identification card or document; OR a statement of exemption, including the specific exemption claimed and the facts on which the exemption is based to the New York State Department of State (NY DOS).

Data Will Not Be Public

The chapter amendment also removed, at the request of the Governor, the requirement in the NYLLCTA that the BOI be publicly available.

The NY DOS website does not yet provide a form or instructions for filing a BOI report or statement of exemption. The chapter amendment removed language allowing a reporting company to submit to the NY DOS a copy of its federal BOI report to satisfy the NYLLCTA requirements.

The bill states that the New York Secretary of State may promulgate regulations necessary to effectuate the provisions of the bill. Managers of LLCs organized under New York law and foreign LLCs authorized to do business in New York must ensure that they are prepared to to comply with both the New York law and the federal CTA.

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