[co-author: Luisa Nin Reyes]
The New York LLC Transparency Act (NYLTA), originally signed into law on December 23, 2023, and amended on March 1, 2024, is still set to take effect on January 1, 2026. The law will impose new disclosure requirements on limited liability companies formed in New York as well as foreign LLCs authorized to do business in New York State.
The NYLTA mirrors the federal Corporate Transparency Act (CTA) in many respects, deferring to the CTA’s definitions of “beneficial owner” and “reporting company,” which were initially considerably expansive. However, on March 26, 2025, FinCEN issued an interim rule eliminating beneficial ownership reporting requirements under the CTA for companies formed in the United States, and due to the NYLTA’s reliance on those terms, the NYLTA was impacted in the same manner. To maintain the NYLTA’s original intention, the New York Legislature passed Senate Bill S8432 on June 17, 2025, to insert definitions of “reporting company,” “exempt company,” and “beneficial owner” that include limited liability companies formed in the United States, allowing the law to remain in effect independent of the CTA. The bill remains pending, with the next legislative session scheduled to begin in January 2026.
NYLTA sets forth specific reporting deadlines. LLCs formed or registered before January 1, 2026, will be required to file their initial Beneficial Ownership Information Report by December 31, 2026. Any LLC formed or registered on or after January 1, 2026, must file its report within thirty days of formation or authorization. LLCs that qualify for an exemption must file an attestation of exemption, including factual support signed under penalty of perjury. All LLCs, whether reporting or exempt, will also be required to file annual updates to confirm or amend the information on record.
LLCs that fail to file within thirty days of the deadline will be marked as “past due” on the Department of State’s records. If the failure extends beyond two years, the company will be listed as “delinquent.” These notations are not merely administrative; they are accompanied by financial penalties of up to $500 for each day of noncompliance, along with an additional fine of $250 for the initial failure to file. In more serious cases, the state may suspend, cancel or dissolve the LLC entirely.
At this time, there are no online materials or sites available from the State of New York addressing the implementation of the NYLTA.
With the law’s effective date approaching and potential amendments still under consideration, monitoring developments will be essential.
