Effective January 1, 2026, the New York LLC Transparency Act (NY LLCTA) introduces new beneficial ownership reporting requirements for certain LLCs operating in New York. Initially expected to affect a broad range of New York and U.S.-based LLCs, the law’s scope was significantly narrowed by a gubernatorial veto in late 2025. As it stands, these reporting obligations apply only to certain foreign (non-U.S.) LLCs authorized to do business in New York.
This development marks a significant reversal from what many businesses had anticipated. Most U.S. LLCs can pause their compliance preparations, while LLCs formed abroad should ensure they are ready to file. Below, we break down the evolution of this legislation, provide clarifications on compliance requirements, and outline preparation steps to help your business navigate the law as it stands today.
Overview and Legislative Background of the NY LLCTA
The NY LLCTA was created to increase corporate transparency and help prevent illicit financial activities by requiring the disclosure of Beneficial Ownership Information (BOI).
The Act’s scope has been shaped by several key legislative actions:
- NY LLCTA was initially enacted in 2023 and was modeled closely after the federal Corporate Transparency Act (CTA), adopting many of its key definitions like “beneficial owner,” “reporting company,” and “exempt entity.”
- In early 2025, the Financial Crimes Enforcement Network (FinCEN) issued an interim final rule that significantly narrowed the CTA’s scope by limiting reporting requirements primarily to foreign companies. Because the NY LLCTA relies on the CTA’s definitions, those federal changes automatically narrowed New York’s law as well.
- In mid-2025, New York lawmakers attempted to broaden the Act’s coverage and extend reporting obligations to include more domestic LLCs, but these amendments were vetoed by Governor Kathy Hochul in December 2025.
- As a result, the NY LLCTA remains aligned with the CTA, and its current reporting requirements are limited to non-U.S. LLCs authorized to do business in New York.
Current Scope of the NY LLCTA
- Domestic LLCs (formed in New York or any other U.S. state) are not required to report BOI under state law at this time.
- Foreign (non-U.S.) LLCs authorized to do business in New York are subject to reporting requirements.
For the purposes of the NY LLCTA, the term “foreign” refers to entities organized under the laws of another country, not out-of-state U.S. LLCs.
Various exemptions apply, with a current list available on the NYDOS website. Note that unlike under the CTA, which does not require a company to affirmatively “claim” an exemption, the NY LLCTA requires any LLC that seeks to rely on an exemption from reporting to file a statement with the Department of State identifying the specific exemption(s) that apply.
Compliance Requirements for Foreign LLCs
The New York LLC Transparency Act takes effect January 1, 2026, for reporting entities.
- Foreign LLCs authorized before January 1, 2026, must file by December 31, 2026.
- Those authorized on or after January 1, 2026, must file within 30 days of their authorization.
A beneficial owner is any individual who exercises substantial control over the LLC or owns/controls at least 25% of the entity. The reporting company must disclose the following for each beneficial owner:
- Full legal name
- Date of birth
- Current residential or business address
- A unique identifying number from a government-issued document (e.g., passport, driver’s license)
Reporting companies are not required to report beneficial owners who are U.S. persons. The NYDOS has also published filing instructions and forms and is implementing a secure portal for submissions.
Proactive Steps for All Business Owners
Whether the NY LLC Transparency Act currently applies to your business or not, staying ahead of regulatory requirements is crucial for minimizing risk. Consider these practical actions:
- Schedule periodic compliance checkups: Regularly review your entity’s operations and structure to identify any reporting triggers or changes in status.
- Enhance ownership recordkeeping: Maintain clear, up-to-date documentation of beneficial owners, using secure digital platforms.
- Monitor regulatory updates: Assign a point person to track changes at the state and federal levels to ensure your team is aware of new obligations or exemptions.
Future amendments could expand or alter reporting obligations. Staying informed is the best defense against non-compliance. Partnering with a knowledgeable advisor can help you assess risk, interpret evolving requirements, and develop a tailored compliance strategy.
How Grassi Can Help
The regulatory landscape is constantly changing. Grassi continues to monitor these updates. For questions related to the NY LLC Transparency Act or other reporting obligations, reach out to a Grassi advisor today.
