The New York LLC Transparency Act (NYLTA) Is Effective January 1, 2026
By Justin M. Jacobson, Esq.
Update as of July 2, 2026 – New York state narrowed the application of the law to only non-U.S. limited liability companies (LLCs) authorized to do business in New York. This means that all NY LLCs and U.S. formed LLCs do not need to comply with the NYLTA.
As a result of the Financial Crimes Enforcement Network (FinCEN) issuing an “interim final rule” in March 2025, the beneficial ownership information (BOI) reporting requirements created under the federal Corporate Transparency Act (CTA) for all applicable U.S. companies was suspended. However, the same is not true of New York’s corporate transparency law, as the New York LLC Transparency Act (NYLTA) will go into effect as of January 1, 2026, barring any changes. While New York business entities currently do not have to comply with the federal Corporate Transparency Act, the New York LLC Transparency Act (NYLTA) will go into effect as of January 1, 2026, and the act was specifically amended to ensure that its language enables the New York law to go into effect as of January 2026 and to apply to NY LLCs and those authorized to do business within the state.
Under the New York LLC Transparency Act (NYLTA), all limited liability companies (LLCs) that were formed or registered to do business in the New York are required to file a “beneficial ownership information” (BOI) report or to file an “attestation” of exemption stating why the LLC is exempted from the statutory requirement. Specifically, under 1106(b) of the NYLTA, a “reporting company” is defined and “only include[s] limited liability companies formed or authorized to do business in New York state”. This regulation means that only NY LLCs and non-NY LLCs authorized to do business in New York state must comply with this law which requires these companies to file a BOI report prior to the specified deadline. However, under 1106(c) of the NYLTA, a “exempt company” is not required to comply with this law, and these companies include ones such as publicly traded companies, banks, credit unions, registered broker-dealers, accounting firms, tax-exempt nonprofits, insurance companies, and investment advisers, among others.
The law states that any LLC formed or registered to do business in the State of New York prior to January 1, 2026 (i.e., any existing business entity) must file an initial BOI report by December 31, 2026. Additionally, to comply with this legislation, any new LLCs formed or registered to do business in the State of New York on or after January 1, 2026, must file an initial BOI report within thirty (30) days of formation or registration of the LLC. Each BOI report must include information on all “beneficial owners” which is defined under 1106(a) of the NYLTA as any entity or individual who “either exercises substantial control over the LLC” or owns or controls 25% or more of the LLC’s ownership interest. Furthermore, if any new owners are added to an existing LLC subject to this law, an updated BOI report must be submitted to provide the relevant updated information. This requirement is in addition to the entity complying with any annual update obligations that may require the confirmation and/or revision of an existing BOI report on file.
Finally, similar to the penalties imposed under the federal Corporate Transparency Act, an LLC’s failure to file the appropriate BOI report within 30 days of the applicable deadline will be marked as “past due” within the New York Department of State’s records. If the LLC’s failure lasts over two years, the company will be listed as “delinquent” in the NY Department of State’s records. As a result, an LLC subject to this law that fails to comply with it can be penalized up to $500 for each day of noncompliance, with an additional fine of $250 for the initial failure to file. In more serious cases, the state may suspend, cancel, or dissolve the LLC entirely.
Thus, it is prudent for any individual or company who operates a New York LLC or a non-NY LLC that is authorized to conduct business in New York to ascertain the proper requirements under the NYLTA to ensure appropriate compliance with the new law to hopefully avoid the potentially large penalties associated with a failure to comply with it. A failure to comply with the law by the relevant deadlines could result in potential monetary fines or even having the entity dissolved and terminated which are certainly matters that most business owners want to avoid.
This article is not intended as legal advice, as an attorney specializing in the field should be consulted.
© 2025 Justin Jacobson Law, P.C.
