New York LLC Transparency Act (NY LLCTA)

 

History of the NY LLCTA

New York adopted the LLC Transparency Act in December 2023 as a state-level counterpart to the federal Corporate Transparency Act (CTA), which took effect on January 1, 2024. Both laws were stated as an attempt to create transparency in business ownership and curb financial crimes by requiring disclosure of beneficial ownership information (BOI). While the federal CTA initially applied broadly to many business entities across the country, New York’s law focuses specifically on LLCs formed or registered to do business in the state.

Public access debate and amendments
The version of the bill signed on December 22, 2023, called for beneficial ownership information to be made available in a publicly searchable database. This raised strong concerns over privacy and data security. Purportedly, the bill was approved with the understanding that the legislature would revisit the public access provision. A legislative compromise was reached, and on March 1, 2024, an amendment was enacted that removed the public database requirement. Under the revised law, access to ownership data is limited to government and law enforcement agencies.

Effective date and rollout
Because of these amendments, the original effective date was delayed. The final law sets out a phased compliance schedule, with filing deadlines depending on when an LLC was formed or authorized to operate in New York.

Overview of the Law

In March 2024, Governor Hochul signed S.B. 8059, a revised version of the New York LLC Transparency Law.

It replaced the earlier December 2023 law (S.B. 995-B) with an entirely new framework. They needed to remove the reliance on the Federal CTA and define their own definitions and exemptions.

Effective January 1, 2026, all LLCs—domestic and foreign—must comply.

The Act is still under review and subject to change

 

Who Must File

• – All LLCs, that do not qualify for an exemption, must file beneficial ownership disclosures.
• – LLCs exempt under the CTA (23 possible exemptions) must instead file an attestation of exemption.

 

Filing Requirements

• Disclosure statement must include:
  • Full legal name
  • Date of birth
  • Current residential or business street address
  • Unique ID number (from passport, driver’s license, or government-issued ID)

 

• Exempt companies must file an attestation of exemption under penalty of perjury, citing the exemption and supporting facts.

 

Deadlines & Frequency

• Starting Jan. 1, 2026:
  • New LLCs → file within 30 days of formation or authorization.
  • Existing LLCs → must file within one year of effective date.
  • These deadlines apply for the attestations of Exemption as well.
• Annual filings required:
  • Update or confirm ownership information.
  • Provide principal office address.
  • Confirm exempt status if applicable.

 

Filing Method & Confidentiality

All filings must be submitted electronically to the New York Department of State.

Information will be stored in a secure, confidential database, accessible only:

• • With the owner’s consent, By court order,
  • By authorized government officials, or
  • For valid law enforcement purposes.

 

Penalties for Non-Compliance

• Monetary fines. (up to $500 per day)
• Possible suspension, dissolution, or cancellation of LLC status.

 

Key Takeaways for Businesses

• Don’t assume exemption: Most LLCs will have filing obligations.
• Expect more guidance: The Secretary of State is expected to issue implementing regulations.

 

Looking Ahead

It is important to know that Implementation details are still evolving and the NY Department of State is still in flux with how they will take and store the information. We are currently following closely and in contact with the state to keep updated on any changes. It is also important to know that there will be Regulations clarify filing processes and enforcement.

 

NY LLCTA Links 

NY State Senate Bill 2023-S8059

Governor Hochul Signs the LLC Transparency Act | Governor Kathy Hochul