The New York Limited Liability Company Transparency Act (NY LLC Act), enacted in December 2023, introduces new reporting requirements for both domestic LLCs and foreign LLCs registered to do business in New York State. This legislation mirrors the federal Corporate Transparency Act (CTA), which became effective on January 1, 2024.
Who Must File?
Starting January 1, 2026, any LLC formed or authorized to do business in New York State and classified as a reporting company under the CTA (reporting LLC) must submit a disclosure statement identifying its beneficial owners to the New York State Department of State (DOS). LLCs that qualify for one of the CTA’s 23 exemptions (exempt LLCs) are not required to submit a disclosure statement under the NY LLC Act but must instead file an attestation of exemption.
Filing Requirements
Each beneficial owner—defined as any individual who directly or indirectly owns or controls at least 25 percent of a reporting LLC or exercises substantial control over it—must provide the following information:
- Full legal name
- Date of birth
- Current residence (for individuals) or business address (for corporate entities)
- Identifying number from a valid US identification document
Filing Deadlines
- LLCs formed or registered to do business in New York State on or before January 1, 2026, must submit their initial disclosure or attestation of exemption by January 1, 2027.
- LLCs formed or registered after January 1, 2026, must file their initial disclosure or attestation within 30 days of formation or registration.
Comparison: The CTA
The NY LLC Act specifically targets LLCs, while the CTA applies to corporations and other entities as well. Unlike the CTA, which does not require exempt companies to file anything, the NY LLC Act mandates that exempt LLCs submit an attestation of exemption.
Additionally, the NY LLC Act requires annual reporting to the DOS, allowing reporting LLCs to confirm or update beneficial owner and company information. In contrast, the CTA requires reporting updates within 30 days of any changes. Notably, the NY LLC Act only requires the submission of an identifying number from a US identification document not the document itself.
Both reporting LLCs and exempt LLCs must adhere to the reporting requirements and deadlines to avoid civil or criminal penalties.
Legislative Update
As amended on March 1, 2024, the NY LLC Act prohibits public disclosure of the information reported under the act. Access to this information is limited to government agencies and officials through judicial orders.
Other states, including California, Massachusetts, and Maryland, are also developing their own versions of the CTA.
Attorneys in Barclay Damon’s Corporate Practice Area continue to monitor the NY LLC Act and CTA guidance.
If you have any questions regarding the content of this alert, please contact Jim Canfield, Corporate Practice Area co-chair, at jcanfield@barclaydamon.com; Karina Shahine, associate, at kshahine@barclaydamon.com; Danielle Katz, counsel, at dkatz@barclaydamon.com; or another member of the firm’s Corporate Practice Area.