New York has implemented a new beneficial ownership reporting regime (the “New York LLC Transparency Act” or “NYLTA”), effective January 1, 2026, which only applies to limited liability companies (“LLCs”) that were formed outside the United States and have registered to do business with the New York Department of State. This limited scope is because NYLTA uses several defined terms from the federal Corporate Transparency Act (the “CTA”), which currently exempts businesses formed in the United States; as a result, these CTA exemptions flow through to the New York rules.
The Original NYLTA
On March 1, 2024, New York Governor Kathy Hochul signed New York Senate Bill Number 8059, which codified NYLTA in its current form, primarily in new Sections 1106, 1107, and 1108 of the New York Limited Liability Company Law. These requirements, which took effect on January 1, 2026, require all LLCs that are both (1) included in the CTA’s definition of Reporting Company; and (2) either created in New York or registered to do business in New York (“NY Reporting Companies”) to disclose information about their beneficial owners and LLC applicants to the New York Department of State. At the time this legislation was passed, NY Reporting Companies would have generally included all LLCs created in or registered to do business in New York unless they met a specific CTA exemption.
Changes to NYLTA
On March 21, 2025, the Financial Crimes Enforcement Network issued an interim final rule that made several changes to the CTA. Most relevant for NYLTA is that the CTA definition of Reporting Company was changed to carve out companies formed under the laws of any U.S. state or territory. Because NYLTA incorporates the CTA’s definition of Reporting Company, LLCs formed in New York or another U.S. state or territory no longer fall within the scope of NYLTA. This means that domestic LLCs (including domestic LLCs that are owned by non-U.S. LLCs) do not have to file reports or exemption statements with the New York State Department of State, as they no longer fall within the scope of NYLTA.
In response to these CTA changes, the New York State Legislature passed Senate Bill Number S8432 to decouple NYLTA’s definitions from the CTA. However, Governor Hochul vetoed this bill on December 19, 2025.
Current NYLTA
Currently, LLCs that were NY Reporting Companies prior to January 1, 2026, must make their initial NYLTA filing by December 31, 2026. NY Reporting Companies that are created in or register to do business in New York in or after 2026 must make their initial NYLTA filing within 30 days of creation or registration, as applicable. The New York Department of State has posted guidance about NYLTA and the filing process here.
There are some differences between NYLTA and the CTA, most notably that NYLTA requires (i) all NY Reporting Companies to file either a report or an exemption statement declaring which CTA exemption they fall into, and (ii) annual filings after the initial filing. Conversely, the CTA does not require exempt company attestations or subsequent filings unless reported information changes.
Looking Ahead
In the future, it is possible that U.S. LLCs formed or registered in New York could fall under NYLTA if the Reporting Company definition is amended under either NYLTA or the CTA. In that event, New York State would likely establish updated guidelines with respect to NYLTA filings, as many more companies would come within the scope of NYLTA.
