The NY LLC Transparency Act: What You Need To Know Now

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Kramer Levin Naftalis & Frankel LLP

A new statute in New York, titled the “LLC Transparency Act” (the NY LLCTA), was signed into law by Gov. Kathy Hochul on Dec. 23, 2023, and will go into effect on Dec. 21, 2024. While the NY LLCTA largely mirrors the Corporate Transparency Act (CTA) administered by the U.S. Treasury’s Financial Crimes Enforcement Network (FinCEN), the NY LLCTA only applies to limited liability companies formed or registered to do business in New York.

Which entities are required to report?

Under the NY LLCTA, starting on Dec. 21, 2024, any limited liability company that is (or was) either formed or registered to do business in the state of New York will need to report certain identifying information about its “beneficial owners” to New York’s Department of State (DOS) unless the entity qualifies for an exemption.

New York limited liability companies that are exempt from reporting under the CTA will also be exempt from reporting under the NY LLCTA. However, unlike under the CTA, which does not require a company to affirmatively “claim” an exemption, the NY LLCTA requires any limited liability company that seeks to rely on an exemption from reporting to file a statement with the DOS identifying the specific exemption or exemptions under the CTA that apply to it.

Who are “beneficial owners”?

The NY LLCTA adopts the same definition of “beneficial owners” as is used under the CTA. “Beneficial owners” are broadly defined to include (i) senior officers and other individuals who exercise substantial influence over important business decisions, as well as (ii) individuals who own or control at least 25% of the company’s ownership interests.

What information needs to be reported?

Limited liability companies required to report under the NY LLCTA must provide the following information with respect to each of their beneficial owners. This information is largely the same as the information that must be reported under the CTA.

  • Name
  • Date of birth
  • Business address
  • A unique identifying number from an acceptable form of ID, such as a passport or driver’s license

Any updates to the above information, as well as any changes in beneficial ownership, must be reported to the DOS within 90 days of the change.

Who can access the beneficial ownership information reported to the DOS?

As initially drafted, the NY LLCTA would have required the secretary of state to maintain a public database showing the names of the beneficial owners reported to the DOS. However, due to privacy concerns, Gov. Hochul released a statement that an agreement was reached with the New York State Legislature that the database, including the names of beneficial owners, will be accessible only to government officials for law enforcement purposes. An amendment to the NY LLCTA implementing this change is expected to be passed before the NY LLCTA goes into effect.

Timing

Limited liability companies that are formed or registered to do business in New York after Dec. 21, 2024, will be required to report their beneficial owners to the DOS at the time of formation or registration.

Limited liability companies that are formed or registered to do business in New York prior to Dec. 21, 2024, will have until Jan. 1, 2025 to file their initial reports with the DOS.

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DISCLAIMER: Because of the generality of this update, the information provided herein may not be applicable in all situations and should not be acted upon without specific legal advice based on particular situations.

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