New York’s LLC Transparency Act (NY LLCTA), effective January 1, 2026, was intended to mirror the federal Corporate Transparency Act (CTA) by requiring limited liability companies to disclose beneficial ownership information (BOI) to combat money laundering, terrorism, and other illicit activities. However, recent federal and state developments have significantly limited the law’s current reach.
In March 2025, the U.S. Department of the Treasury’s Financial Crimes Enforcement Network (FinCEN) issued an interim final rule narrowing the CTA’s reporting requirements primarily to foreign entities. Because the NY LLCTA incorporates key CTA definitions, including “beneficial owner,” “reporting company,” and “exempt entity,” those federal changes effectively trimmed the scope of New York’s statute.
The New York Legislature subsequently passed legislation to decouple the NY LLCTA from the CTA and restore broader reporting obligations. On December 19, 2025, however, Governor Kathy Hochul vetoed the bill. As a result, the NY LLCTA remains aligned with the narrower federal framework.
What This Means for Businesses
As currently in effect, the NY LLCTA imposes reporting obligations on a much smaller subset of entities than originally anticipated. According to the NY LLCTA:
- All domestic LLCs, including New York professional LLCs (PLLCs), are currently exempt from BOI reporting under the NY LLCTA.
- Non-exempt LLCs formed under foreign law and authorized to do business in New York must file annual BOI reports or, where applicable, exemption attestations with the New York Department of State. Information on various exemptions is published on the Department of State’s website.
- Foreign LLCs authorized to do business in New York on or after January 1, 2026, must file BOI reports within 30 days of registration.
- Reporting companies must disclose identifying information for each beneficial owner, generally individuals who exercise substantial control or own 25% or more of the entity, including full legal name, current home or business address, date of birth, and identification number (such as a passport or driver’s license number).
Looking Ahead
While the current scope of the NY LLCTA is limited, businesses should continue to monitor developments closely. Legislative efforts to expand the law may resurface, particularly given the policy objective of increasing ownership transparency. Companies operating across jurisdictions should also remain mindful of evolving federal requirements under the CTA.
If you have any questions regarding this article or any Business and Corporate law issue, please contact Joshua B. Beisker at jbeisker@underbergkessler.com or 585-258-2879.
