New York Corporate Transparency Act: LLC Filings, Deadlines, Penalties

The New York LLC Transparency Act took effect on January 1, 2026, and after Governor Hochul’s December 2025 veto of a proposed expansion, it currently reaches only one category of business: limited liability companies formed under the laws of a foreign country that are authorized to do business in New York. If that describes your LLC, you owe the Department of State either a beneficial ownership disclosure or an attestation of exemption, plus an annual statement after that. If it doesn’t, the law as written doesn’t apply to you.

Which LLCs Have to File

The statute defines a “reporting company” by pointing to the federal Corporate Transparency Act at 31 U.S.C. § 5336(a)(11)(A), then narrows that federal definition to limited liability companies and foreign limited liability companies.1New York State Senate. Senate Bill S995B Because the Governor vetoed a bill that would have swept in domestic New York LLCs and other entity types, coverage today runs only to non-U.S. foreign LLCs registered in the state.2New York Department of State. Beneficial Owner Disclosure

A standard LLC formed in New York is outside the law’s reach. So are New York corporations, partnerships, and other business entities. The legislature has introduced proposals to broaden the scope, but until one passes, the reporting obligation sits with foreign-country LLCs authorized in New York.

Who Counts as a Beneficial Owner

The Act adopts the federal CTA’s definition at 31 U.S.C. § 5336(a)(3): a beneficial owner is any individual who exercises substantial control over the LLC or who owns or controls at least 25% of its ownership interests.2New York Department of State. Beneficial Owner Disclosure

Substantial control isn’t limited to formal titles. It includes anyone directing major business decisions, controlling senior officers, or otherwise significantly influencing operations. Ownership interest reaches equity, capital contributions, and profit-sharing positions. The rule looks through intermediary entities to find the actual individuals behind the ownership, so holding your interest through another company doesn’t remove the reporting obligation.

Exemptions and the Attestation You Still Have to File

The Act incorporates 23 exemption categories that mirror the federal CTA under 31 U.S.C. § 5336(a)(11)(B), including heavily regulated entities such as banks, credit unions, and insurance companies that already disclose ownership to federal regulators.3FinCEN. Frequently Asked Questions

The large operating company exemption applies to entities with more than 20 full-time employees, over $5 million in gross receipts or sales on a prior-year federal return, and a physical office in New York. The inactive-entity exemption is narrow: the entity must have existed before January 1, 2020, must not conduct active business, must not be owned directly or indirectly by a foreign person, and must not have sent or received more than $1,000 in the preceding twelve months, among other conditions.3FinCEN. Frequently Asked Questions

Being exempt does not mean staying quiet. Every exempt LLC must file an Attestation of Exemption with the Department of State, signed under penalty of perjury.4Department of State. Beneficial Ownership Disclosure Filing Instructions The attestation must include the LLC’s name as it appears on Department of State records, its jurisdiction of organization, the date its application for authority was filed, the exemption claimed, and the supporting facts. A member, manager, or other authorized person signs. Exempt LLCs must then file an annual statement reaffirming that they still qualify; if the exemption no longer applies, a full beneficial ownership disclosure takes its place.

Information You Have to Report

For every beneficial owner, the disclosure must include:

  • Full legal name as it appears on government-issued identification.
  • Date of birth.
  • Current street address, home or business.
  • A unique identifying number from an unexpired passport, state driver’s license, or ID card issued by a state, local, or tribal authority.

The same four data points are required for each company applicant, meaning the individual who directly filed the document registering the LLC in New York or the person primarily responsible for directing that filing.2New York Department of State. Beneficial Owner Disclosure

If the LLC has already submitted its federal CTA initial report to FinCEN and that report contains everything New York asks for, a copy of the federal filing satisfies the state’s initial disclosure.1New York State Senate. Senate Bill S995B The annual statement obligation is separate and has to be filed directly with New York.

Deadlines

Timing turns on when the LLC was authorized in New York:

  • Authorized on or after January 1, 2026: file the disclosure or attestation within 30 days of registration.
  • Authorized before January 1, 2026: initial filing is due by January 1, 2027.2New York Department of State. Beneficial Owner Disclosure

Any change to reported information, whether a beneficial owner’s name, address, or identification details, requires an updated filing within 30 days. There is a 90-day safe harbor for correcting an inaccurate or incomplete initial filing without penalty.

The Annual Statement

Unlike the federal CTA, which only requires updates when something changes, the New York law requires every covered LLC to file an annual statement confirming or updating beneficial ownership information and the principal office address. Exempt entities file an annual attestation reaffirming their exemption. Missing the annual filing triggers the same penalty framework as missing the initial disclosure.

How to File and What It Costs

The Department of State accepts filings by email at dosCorpBOI@dos.ny.gov.2New York Department of State. Beneficial Owner Disclosure An online submission portal has been announced but had not launched as of early 2026. Because the filings contain sensitive personal information, the Department instructs filers not to submit by mail or fax.4Department of State. Beneficial Ownership Disclosure Filing Instructions

The statutory filing fee is $25, paid by credit card authorization submitted with the completed disclosure.2New York Department of State. Beneficial Owner Disclosure Forms and instructions are on the Department’s beneficial ownership page. Corrections within 90 days are free, but amending a filing is extra work worth avoiding by checking every data point against the identification document before you send.

Penalties for Missing a Filing

Enforcement escalates on a clear timeline and can end in loss of authority to operate in New York.

  • More than 30 days past due: the LLC is marked “past due” on Department of State records, and the Attorney General may impose civil penalties of up to $500 per day.
  • Failure to cure within 30 days of notice: the LLC is deemed suspended and barred from doing business in New York.
  • Two or more years past due: the LLC is classified as “delinquent,” and the Attorney General may seek dissolution, cancellation, or revocation of authority to do business.

To cure a violation, the LLC must submit all overdue filings, pay a $250 cure fee, and satisfy any accrued penalties. Knowingly providing false information triggers the same enforcement powers, including potential dissolution. The “past due” and “delinquent” designations appear on public Department of State records, so business partners, lenders, and anyone running a due diligence check can see the noncompliance.

Who Can See the Filed Data

When the Act was originally signed in December 2023, the beneficial ownership data would have been public. A March 2024 amendment removed that public access. Access is now limited to law enforcement through a formal application process, and the general public cannot search or view the filed information.2New York Department of State. Beneficial Owner Disclosure

How This Differs from the Federal Corporate Transparency Act

The two laws overlap because New York borrows the federal definitions, but the differences matter for anyone filing:

  • Scope. The federal CTA covers corporations, LLCs, and similar entities created by filing with a secretary of state. After the veto, the New York law covers only foreign-country LLCs authorized in New York.
  • Annual filing. Federal reports are updated only when information changes. New York requires an annual statement regardless.
  • Exemption attestation. Federally exempt entities simply don’t file. New York-exempt entities must affirmatively file an attestation and renew it annually.
  • Large operating company exemption. The federal test requires a physical office anywhere in the United States. New York specifically requires the office to be in New York.
  • Data access. FinCEN’s database is available to law enforcement, certain financial institutions, and federal agencies. New York’s data is available only to law enforcement, and only through a formal application.
  • Where filings go. Federal reports go to FinCEN. New York reports go to the Department of State.

A foreign-country LLC authorized in New York may owe both filings. The initial state disclosure can be satisfied by a copy of a federal report that already contains everything New York requires, but the annual New York statement is its own obligation and has to be filed on its own schedule.