New York’s LLC Transparency Act (the NYLLCTA) became effective January 1, 2026, and introduces state-level beneficial ownership reporting. The day before the law’s effective date, the Department of State published a website that clarifies key details.
Clarifying Who Is Actually Required to File
Many businesses have been preparing under the assumption that New York-formed LLCs (and LLCs formed in other U.S. states but registered to do business in New York) would be required reporting companies. However, the newly published website confirms that the NYLLCTA will remain aligned with the federal Corporate Transparency Act (CTA) framework, and as a result, the NYLLCTA’s filing obligation is currently limited to “non-exempt limited liability companies that were formed under the law of a foreign country and which are authorized to do business in New York.”
Why the NYLLCTA Remains Tied to the Federal CTA
New York had been considering legislative amendments that would have made NYLLCTA definitions operate independently from the federal CTA framework, and the bill was passed by both the NYS Senate and Assembly in June of 2025. However, Governor Hochul vetoed that bill on December 19, 2025, and thus the NYLLCTA’s definitions remain tethered to the CTA’s definitions and mechanics. Because the CTA’s scope was significantly narrowed through federal action in 2025, and the reporting company definition limited to non-U.S. entities registered to do business in the U.S., the NYLLCTA remains applicable to only foreign entities as well.
Understanding the Term “Foreign LLC” Under the NYLLCTA
New York business law often uses the term “foreign LLC” to refer to entities formed outside of New York, including those formed in other U.S. states. However, under the NYLLCTA’s current scope, the term is used more narrowly. The reporting requirements apply only to companies formed under the law of a foreign country (non-U.S.), not to U.S.-formed entities registered to do business in New York.
What This Means for U.S.-Formed vs. Non-U.S. Entities
Ultimately, this means that non-U.S. (foreign-country formed) LLCs registered or authorized to do business in New York now have new annual required beneficial ownership information reporting — or exemption attestations where applicable — under the NYLLCTA. U.S.-formed LLCs (including New York LLCs and LLCs formed in other states but qualified to do business in New York) do not have new annual reporting requirements under the NYLLCTA, unless or until there is a legislative change made.
Effective Dates & Filing Deadlines
For any companies formed under the law of a foreign country and authorized to do business in New York, the NYLLCTA is effective January 1, 2026, with initial filing deadlines being by January 1, 2027 for companies authorized/registered before January 1, 2026 and within 30 days of the applicable filing (e.g., application for authority) for companies authorized/registered on or after January 1, 2026.
Where to Find Additional Guidance
More information on the required reporting, deadlines, penalties, and exemptions can be found here.
If you need further guidance or have any questions, we are here to help. Please do not hesitate to reach out to discuss your specific situation.
This material has been prepared for general, informational purposes only and is not intended to provide, and should not be relied on for, tax, legal or accounting advice. Should you require any such advice, please contact us directly. The information contained herein does not create, and your review or use of the information does not constitute, an accountant-client relationship.
