New York LLC Transparency Act Now Only Applies to LLCs Formed Outside the U.S.

New York’s LLC Transparency Act (NY LLCTA) takes effect January 1, 2026. The law is modeled after an earlier version of the federal Corporate Transparency Act (Federal CTA) but applies specifically at the state level.

The law was originally expected to require most limited liability companies (LLCs) formed or registered to do business in New York to disclose their beneficial ownership information to the New York Department of State (NY DOS), but the New York DOS recently issued an update significantly narrowing the scope of the legislation. Now, only LLCs formed under the laws of a foreign country and authorized to do business in New York will be required to submit beneficial ownership disclosures under the NY CTA.

New LLCs formed abroad and registering to do business in New York on or after January 1, 2026, must file beneficial ownership information within 30 days of registration. Existing foreign LLCs registered to do business in New York before January 1, 2026, must file an initial disclosure or an exemption attestation by January 1, 2027, followed by an annual statement confirming or updating beneficial ownership information, principal executive office address, and other details as required by the New York Department of State. Note that unlike under the Federal CTA, which required updates to be made within 30 days after a change, the NY LLCTA only requires this annual filing making updates. Failure to make timely filings or submit the required attestations may result in enforcement actions. The New York Department of State is in the process of developing the electronic filing system needed to implement the NY LLCTA.

If you have questions about applicability, requirements, or exemptions, please contact your primary KO attorney or reach out to us at [email protected].