While the March 2025 interim ruling by the U.S. Treasury Department all but nullified the federal reporting obligations of U.S. entities under the Corporate Transparency Act (the “US CTA”), New York limited liability companies should be aware that the state equivalent, the New York Limited Liability Company Transparency Act (the “NY LLCTA”), is still very much applicable and will go into effect January 1, 2026.

NY LLCTA Requirements

Under the NY LLCTA, all limited liability companies formed or qualified to do business in the state of New York, must file beneficial ownership information (“BOI”) with the New York Department of State. The NY LLCTA incorporates many of the (original) elements of the US CTA, on which it was modelled, including:

• NY LLCs must report as their beneficial owners, all individuals who exercise substantial control over the entity or hold at least 25% of its ownership interests.
• Each beneficial owner’s full legal name, date of birth, home or business address, and unique identifying number (such as from a passport or driver’s license) must be provided.
• An LLC is exempt from reporting BOI if it falls under one of the US CTA’s 23 exemptions from being deemed a reporting company, which exemptions include a variety of financial institutions and large operating companies.

Deadlines:

Limited liability companies formed or qualified to do business on or after January 1, 2026 have thirty days from formation/qualification to file.

Limited liability companies formed or qualified to do business prior to January 1, 2026 have until January 1, 2027 to file.

NY LLCTA Distinctions

An important distinction of the NY LLCTA is that annual filings are required, even if there has been no change to the BOI (in order to confirm this). Further, all NY limited liability companies must file, even if they meet one of the 23 exemptions that had been provided under the US CTA, in order to attest to such exempt status.

Penalties

The New York Department of State may assess a fine of up to $500 for each day the LLC fails to file or update its report. The LLC is deemed suspended and cannot conduct business in New York until such filing is made or updated, the fine is paid, and the New York Attorney General verifies that the fine has been paid. The Attorney General may also bring an action to dissolve or cancel any LLC that is delinquent in filing its BOI or attestation of exemption, or otherwise violates the NY LLCTA.

Next Steps

Our guidance as to the NY LLCTA is subject to change as New York addresses the changed landscape as to the US CTA. A bill passed over the summer by both houses of the New York State Legislature, but not yet approved by Governor Hochul, proposes to amend the NY LLCTA to remove its reliance on the US CTA and instead, establish its own definitions and exemptions. For example, under this bill, the definition of “reporting company” would mean a limited liability company that is either (a) formed by the filing of a document with the New York Department of State, or (b) authorized to do business in the State of New York as a foreign LLC under Article VIII of the New York Limited Liability Company Law. Until this bill is effectuated, since the NY LLCTA borrows the definition of a “reporting company” from the US CTA (which is now limited to foreign entities registered to do business in any U.S. state), there is a view that NY entities would, consequently and as a bizarre result, be carved out from the NY LLCTA – something the bill seeks to address. Further, the New York Department of State, which is responsible for implementing the NY LLCTA, has not yet launched a website to accept reports, nor has provided any information to the public regarding complying with the law.

Nevertheless, clients should be mindful that the January 1, 2026 effective date remains in place.

To note, without the application of the US CTA (which would have necessitated overlapping information requirements), the incremental burden to NY businesses is now more acute. We encourage clients to reach out to their Seward & Kissel contacts for further information on the NY LLCTA as new developments emerge.