NYS LLC Transparency Act: Filing Requirements, Deadlines, and Exemptions

The New York State LLC Transparency Act took effect on January 1, 2026, and it requires certain limited liability companies to tell the New York Department of State who their real human owners are. Right now, the filing obligation is being applied only to LLCs formed under the law of a foreign country that are authorized to do business in New York. Domestic New York LLCs are on the sidelines for the moment because of a change at the federal level, but pending state legislation could pull them back in. If you run or advise an LLC with any New York footprint, the requirements, deadlines, and penalties below are what you need to know.

Who Has to File Right Now

The statute defines a “reporting company” as any LLC created by filing with the New York Secretary of State (a domestic LLC) or any LLC authorized to do business in New York under Article Eight of the LLC Law (a foreign LLC).¹ Both types are covered on paper.

In practice, only foreign LLCs are filing today. The original law borrowed key definitions from the federal Corporate Transparency Act, and when FinCEN issued a rule in March 2025 exempting all U.S.-formed companies from federal beneficial ownership reporting, that shared framework left the state’s treatment of domestic LLCs uncertain.²³⁴

Corporations, limited partnerships, and trusts are not covered. This is an LLC-only law.

Filing Deadlines

Timing depends on when your LLC was authorized to do business in New York.

Foreign LLCs authorized before January 1, 2026 must file a beneficial ownership disclosure or an attestation of exemption by December 31, 2026.³
Foreign LLCs authorized on or after January 1, 2026 must file within 30 days of filing their application for authority with the Department of State.³

After the initial filing, every reporting company must file an annual statement confirming or updating its beneficial ownership information. Exempt companies must file an annual attestation reaffirming their exempt status.³ The annual obligation is easy to overlook if you treat the first filing as one-and-done.

Who Counts as a Beneficial Owner

A beneficial owner is any individual who either exercises substantial control over the LLC or owns at least 25 percent of its ownership interests.⁵ The law looks through layers of entities to find the real people at the end of the ownership chain, so holding your interest through another company does not shield you from disclosure.

The substantial control test captures senior leadership: anyone serving as president, CEO, CFO, general counsel, or a manager of the LLC. It also captures anyone with authority to appoint or remove those leaders, and anyone who directs or heavily influences the company’s major decisions. A formal title is not required. If you are the person actually making the calls, you are a beneficial owner.

The 25 percent ownership test is more mechanical: anyone who directly or indirectly owns or controls at least a quarter of the LLC’s ownership interests must be reported. Because the state currently relies on federal CTA definitions for these terms, the Department of State has indicated it may adopt additional rules to clarify how they apply at the state level.⁶

Information You Have to Submit

For each beneficial owner, the disclosure must include four categories of information:¹

Full legal name, exactly as it appears on the person’s government-issued identification.
Current date of birth.
Current business street address. A P.O. box will not satisfy this requirement.
A unique identifying number from an unexpired passport, state driver’s license, or other government-issued identification card.

Foreign LLCs must also report “applicant” information, meaning details on the person who filed the application for authority with the Department of State. The applicant fields track the owner fields: legal name, address, date of birth, and an ID number with its jurisdiction and expiration date.⁴

One shortcut is worth knowing. If you have already filed a federal beneficial ownership report with FinCEN that contains all the information Section 215 requires, you can submit a copy of that federal report to satisfy the New York requirement.¹ This is only useful for foreign LLCs that still have federal filing obligations, since U.S.-formed entities are exempt from the federal CTA. And it’s a format convenience, not a substitute: you still have to file with the Department of State.

Exemptions and the Attestation Requirement

Some LLCs are already subject to enough regulatory oversight elsewhere that the state carves them out. Under the pending S8432 bill, these categories would be written directly into state law rather than imported from federal law. The exempt categories include:⁶

Large operating companies with more than 20 full-time U.S. employees and over $5 million in gross receipts or sales.
Banking organizations, credit unions, and other financial institutions supervised by federal financial regulators.
Insurance companies authorized and regulated under state insurance law.
Securities issuers and public utilities that already report ownership information to the SEC or state utility regulators.
Registered public accounting firms.
Federal, state, local, and tribal government bodies.

Falling into an exempt category does not let you stay silent. Exempt companies must file a formal attestation of exemption with the Department of State, identifying which exemption applies and the facts supporting it, signed by a member, manager, or authorized person.⁴ This is where New York differs from the federal law: federally exempt entities had nothing to file at all, while New York requires affirmative proof of exempt status, plus an annual renewal.

How to File

The Department of State does not accept these filings by mail or fax because of the sensitive personal information involved. Filings go by email to dosCorpBOI@dos.ny.gov using the forms posted on the Department’s beneficial ownership page.⁴⁵

You will use either the Beneficial Ownership Disclosure form or the Initial Attestation of Exemption form, depending on your status. Both require the LLC’s name as it appears on Department of State records, the DOS identification number, the jurisdiction of organization, and the date the application for authority was filed. The disclosure form also collects all of the beneficial owner and applicant details described above. A member, manager, or authorized person must sign the certification.

A nonrefundable $25 filing fee accompanies each submission, payable by credit card authorization form included with the emailed documents.³ Keep the confirmation of submission and receipt in the LLC’s permanent records.

What Happens If You Don’t File

The consequences escalate. An LLC that misses its deadline by more than 30 days is marked “past due” on the Department of State’s records, a status visible to anyone searching the state’s business database, and that label remains until the company files a current disclosure.¹ After two years of noncompliance, the status becomes “delinquent.”

Financial penalties can reach up to $500 per day once a filing is more than 30 days late. A noncompliant LLC can also lose its good standing in New York, which may block it from entering contracts, obtaining financing, or closing real estate transactions. Noncompliance can also make the LLC ineligible for New York’s pass-through entity tax (PTET) deduction, a real hit for members who rely on it to offset state and local tax limitations.

The Attorney General has authority to bring proceedings seeking suspension, cancellation, or dissolution of an LLC that remains out of compliance. To cure a delinquency, the company must file all required disclosures and pay any accrued fines.

How Your Information Is Protected

All personal and identifying information submitted to the Department of State is confidential. The public cannot access it. Information can be disclosed only for law enforcement purposes or when a court order requires it, and electronic records must be encrypted or protected in a comparable manner.¹ The Department also assigns each beneficial owner an anonymized unique identifying number that is not based on a Social Security number, tax ID, or other personally identifying number, and it has published a separate application form for law enforcement agencies seeking access to the data.⁵

What Could Change for Domestic LLCs

Senate Bill S8432, introduced in the 2025–2026 legislative session, would replace the federal cross-references with standalone New York definitions for “beneficial owner,” “reporting company,” and “exempt company.”⁶ If it passes, the ambiguity created by the federal FinCEN rule falls away, and domestic New York LLCs would face state-level filing obligations even though they remain exempt from the federal CTA. Any LLC formed or operating in New York should track this bill and be ready to comply on short notice if the scope expands.

1
New York State Senate. New York Limited Liability Company Law Section 215 – Beneficial Ownership Disclosure
2
FinCEN.gov. Frequently Asked Questions
3
New York Department of State. Beneficial Ownership Disclosure Frequently Asked Questions
4
New York Department of State. Beneficial Ownership Disclosure Filing Instructions
5
New York Department of State. Beneficial Owner Disclosure
6
New York State Senate. NY State Senate Bill 2025-S8432