The New York LLC Transparency Act (NYLTA) took effect on January 1, 2026. Proposed amendments that would have expanded the NYLTA’s applicability to domestic LLCs were vetoed by New York State Governor Kathy Hochul. As a result, the NYLTA closely tracks the federal Corporate Transparency Act (CTA), as amended, and applies only to LLCs formed under the laws of a foreign country and that are authorized to do business in New York State.
Where to File
The NYLTA requires “beneficial owners” of “reporting companies” to submit beneficial ownership information (BOI) reports through the New York Department of State (NY DOS) online filing portal.
Applicability
Beneficial Owner: Any individual who, directly or indirectly, either (i) exercises substantial control over a reporting company or (ii) owns or controls at least 25 percent of the ownership interests of that reporting company.
Reporting Company: Has a substantially similar meaning as under the CTA, but under the NYLTA is limited to foreign LLCs. The NYLTA defines a reporting company as an LLC formed outside of the United States that is authorized to do business in New York State and is not otherwise an “exempt company.”
Exempt Company: An LLC or foreign LLC that is not otherwise a reporting company and meets one of the exemptions enumerated in the CTA. Notably, the CTA exempts “domestic entities,” defined as corporations, LLCs, or other entities created by the filing of a document with a secretary of state or similar office.
Deadlines
- Foreign LLCs authorized to do business in New York State before January 1, 2026:
- An initial BOI report (or an exemption attestation) must be filed by December 31, 2026.
- Foreign LLCs authorized to do business in New York State on or after January 1, 2026:
- A BOI report (or exemption attestation) must be filed within 30 days of filing an application for authority in New York State.
Filing Requirements
A BOI report must include the following information for each beneficial owner:
- Full legal name
- Date of birth
- Current residential address (for individuals) or business address (for entities)
- Identifying number from a valid US government–issued identification document or foreign passport
Key Takeaways
- LLCs formed in New York State or another US jurisdiction and registered to do business in New York State are not required to file under the NYLTA.
- LLCs formed in non–US jurisdictions and registered to do business in New York State must make an initial filing under the NYLTA and submit annual filings thereafter to remain in compliance, unless an applicable exemption applies.
- Attorneys in Barclay Damon’s Corporate Practice Area will continue to monitor developments regarding the NYLTA.
If you have any questions regarding the content of this alert, please contact Danielle Katz, counsel, at dkatz@barclaydamon.com; Karina Shahine, associate, at kshahine@barclaydamon.com; or another member of the firm’s Corporate Practice Area.