Here’s the short version, up front: the New York LLC Transparency Act took effect January 1, 2026, and it requires certain LLCs to report their beneficial owners to the New York Department of State — or file an attestation that they’re exempt. But thanks to a governor’s veto in late 2025 and a federal rule change in August 2026, the law’s reach is much narrower than it first looked. If your LLC was formed in the United States, you’re almost certainly off the hook. If it’s a foreign-formed LLC registered to do business in New York, you have until December 31, 2026 to make your initial filing.
That’s the answer in under a hundred words. The rest of this guide walks through exactly who has to file, what information you’ll need, how the filing works step by step, what happens if you ignore it, and the twists — including a vetoed amendment and the death of federal BOI reporting — that got us here.
How we got here: federal BOI died, and New York’s law changed shape
To make sense of this law, you need the backstory, because it’s genuinely weird.
The federal Corporate Transparency Act (CTA), passed in 2021, was supposed to force millions of small businesses to report their beneficial owners to FinCEN, the Treasury Department’s Financial Crimes Enforcement Network. Then came court challenges, delays, and confusion. In March 2025, FinCEN issued an interim final rule that dramatically narrowed the CTA’s scope: entities formed under U.S. state law — your ordinary LLCs and corporations — were no longer required to file BOI reports. Only entities formed under foreign law and registered to do business in the U.S. stayed in scope.
Then, on August 11, 2026, FinCEN issued a final rule making that narrowing permanent. All entities created in the United States are exempt from federal BOI reporting, U.S. persons generally don’t have to supply BOI to reporting companies, and FinCEN said it intends to delete previously reported information from now-exempt U.S. persons. For the typical domestic LLC, federal BOI reporting is simply over.
Here’s where New York comes in. The New York LLC Transparency Act (NYLTA), signed into law in December 2023 and amended in March 2024 to set a January 1, 2026 effective date, was written to mirror the federal CTA. Crucially, it defined its key terms — “reporting company,” “beneficial owner,” “exempt company” — by reference to the federal statute. When FinCEN narrowed the federal definitions, New York’s law narrowed along with it automatically, like a shadow following its object.
The state legislature tried to fix that. In June 2025, lawmakers passed Senate Bill S8432 (with its Assembly companion A8662-A), which would have replaced those federal cross-references with standalone definitions — effectively decoupling the NYLTA from federal law and restoring its originally broad coverage of both U.S. and foreign LLCs. But on December 19, 2025, Governor Kathy Hochul vetoed the bill. Her reasoning: the NYLTA was meant to mirror federal requirements, and she didn’t want New York imposing broader compliance burdens than federal law.
So where does that leave us? The current consensus among law firms tracking this — including Cozen O’Connor, Morgan Lewis, and Simpson Thacher — is clear: the NYLTA currently applies only to LLCs formed under the laws of a foreign country that are authorized to do business in New York. Domestic LLCs, including New York professional LLCs (PLLCs), are currently not required to file. I’ve seen a lot of confusion about this online, so let me say it once more: if your LLC was formed in New York — or anywhere else in the United States — this law, as written today, doesn’t reach you.
Who actually has to file (and who’s off the hook)
Let’s make this concrete.
You must file if: your LLC was formed under the laws of a foreign country (outside the U.S.) and is authorized to do business in New York State. This is sometimes called a “foreign LLC” in New York legalese — not foreign as in another U.S. state, but foreign as in another country.
You’re off the hook if:
– Your LLC was formed in New York State (a domestic NY LLC).
– Your LLC was formed in another U.S. state and registered to do business in New York (a U.S. foreign LLC).
– Your entity isn’t an LLC at all — the law covers LLCs only, not corporations, limited partnerships, general partnerships, or trusts.
– Your LLC qualifies for one of the 23 statutory exemptions (more on those in a moment). Note: even exempt companies must file an attestation of exemption — they just don’t have to disclose owner details.
One caution I should flag: this is the legal consensus as of today, but law firms note some interpretive questions remain open, like exactly which non-U.S. entities count as an “LLC” for the law’s purposes. And the legislature could revisit the scope in a future session. If you’re a foreign-formed entity doing business in New York, this is one of those situations where confirming your position with a business attorney is money well spent. (Standard disclaimer: this article is general information, not legal advice.)
What counts as a “beneficial owner”
If you do have to file, you’ll need to report every “beneficial owner” of the LLC. That’s any individual who:
- Exercises substantial control over the LLC — think managing members, senior officers, anyone who can appoint or remove managers, or anyone with authority to direct major company decisions; or
- Owns or controls 25% or more of the LLC’s ownership interests.
A few wrinkles worth knowing: minor children aren’t reported directly — you report the parent’s or guardian’s information instead. Employees don’t count as beneficial owners unless they’re senior officers. Creditors, people with only a future interest through inheritance, and folks acting merely as a nominee or agent for someone else are excluded. And — a detail carried over from the federal framework — a non-U.S. reporting company isn’t required to report information about beneficial owners who are U.S. citizens or designated U.S. residents.
Who’s exempt: the 23 exemptions and the attestation
The law mirrors the federal CTA’s 23 exemption categories. They include publicly traded companies, banks, credit unions, registered broker-dealers, accounting firms, tax-exempt nonprofits, insurance companies, registered investment advisers, and so-called “large operating companies” — defined as having at least 20 full-time employees, more than $5 million in annual revenue, and a physical office in New York — among others.
Here’s the catch that trips people up: exemption doesn’t mean you can ignore the law entirely. Even an exempt LLC must file an attestation of exemption with the Department of State, identifying which exemption applies and the basis for claiming it. So every covered entity touches the filing system in some way — either a full BOI report or a sworn statement that it doesn’t owe one. (In practice, since the narrowed scope already excludes domestic LLCs, the universe of entities that need to do anything at all is small — foreign-formed LLCs that are either reporting companies or exempt companies.)
The deadlines (and why two dates keep showing up)
This is the part where sources split, so let me clear it up.
For covered foreign LLCs that were authorized to do business in New York before January 1, 2026, the initial beneficial ownership report (or exemption attestation) is due by December 31, 2026. Some sources phrase this as “before January 1, 2027” — that’s the same boundary expressed differently. Set your calendar reminder for December 31, 2026, and you’ll satisfy both wordings.
For foreign LLCs authorized to do business in New York on or after January 1, 2026, the initial filing is due within 30 days of filing the application for authority (the paperwork that authorizes the foreign LLC to operate in the state).
Beyond the initial filing, two ongoing duties apply:
– Updates: if any reported information changes — a new beneficial owner, an owner changes their name or address, a new ID document — you must file an updated report within 30 days of the change.
– Annual statements: every covered LLC (including exempt ones) must file an annual statement confirming or updating its BOI or exempt status, plus the street address of its principal executive office. As of this writing, the Department of State has not yet announced the annual statement deadline, so keep an eye on official guidance.
Step-by-step: how the filing actually works
The Department of State has established a secure filing system for these reports. (A good plain-English walkthrough of the deadlines, exemptions, and penalties is this New York LLC Transparency Act compliance guide from JMJ Attorneys, if you want a second opinion alongside the official guidance.) According to guidance summarized by Harris Beach Murtha, there is a required, nonrefundable $25 filing fee, and because of the confidential nature of the filings, they should not be submitted by mail or fax — the Department has a secure electronic filing system, and filings are submitted through it (the Department has directed filers to a dedicated secure email channel, dosCorpBOI@dos.ny.gov, as part of that system). Expect to file online and keep a confirmation of your submission.
A practical walkthrough:
Step 1 — Confirm you’re actually covered. Is your LLC formed under the laws of a foreign country and authorized to do business in New York? If no, stop — the law doesn’t reach you (today). If yes, continue.
Step 2 — Determine reporting vs. exempt. Walk through the 23 exemption categories. If one applies, you’ll file an attestation of exemption identifying the exemption and its basis. If none applies, you’ll file a full BOI report.
Step 3 — Identify every beneficial owner. Apply the two tests (25%+ ownership or substantial control). Don’t forget the exclusions — minor children, employees, creditors — and remember you don’t report beneficial owners who are U.S. persons.
Step 4 — Gather each owner’s documents. For every beneficial owner, you’ll need the four data points in the next section, plus a government-issued ID with an unexpired identification number.
Step 5 — File and pay. Submit through the Department of State’s secure filing system, pay the $25 fee, and save your confirmation receipt. Keep it with your corporate records.
Step 6 — Set your calendar. Mark the 30-day update obligation and the annual statement duty. The initial filing is the beginning of compliance, not the end of it.
The information you’ll need to gather
Before you sit down to file, assemble this for each beneficial owner:
- Full legal name (exactly as it appears on the ID)
- Date of birth
- Residential or business street address
- A unique identifying number from an unexpired document — a passport, a state driver’s license, or another government-issued identification card
You’ll also need the LLC’s own details: its legal name as registered and identifiers like the EIN. And a word of caution from my side: this is sensitive personal data — dates of birth, home addresses, passport numbers. Handle it accordingly. Share it only through the Department’s secure system, never over unencrypted email to third parties, and think twice before handing this package to any third-party “filing service” that isn’t a firm you trust. (For what it’s worth, the law keeps this data confidential: it’s stored in a secure, nonpublic database accessible to government employees and law enforcement only, and it’s not available under New York’s Freedom of Information Law.)
Note one difference from the old federal regime: unlike FinCEN’s system, New York’s law provides no FinCEN-ID equivalent — there’s no single reusable profile you can maintain and reference across multiple filings. Each filing carries the full data.
What it costs: the real math
The direct cost is refreshingly small: a $25 nonrefundable filing fee per report, payable at filing. That’s the state’s take.
The real cost is your time — or your lawyer’s billable hours. For a foreign LLC with two or three beneficial owners, gathering documents and filing is a modest afternoon project. For complex ownership structures with layered entities, identifying every individual who exercises “substantial control” can take real legal analysis. Annual statements and 30-day update filings add recurring administrative overhead each year.
If you’re setting up a new foreign LLC in New York and weighing the ongoing compliance, factor this in alongside your formation costs. If you’re comparing formation options and service providers, our roundup of the best LLC formation services for 2026 can help you weigh what’s worth handling yourself versus outsourcing. And if you’re a freelancer running an LLC, the question of how you get paid out of it matters just as much — see our guide on how to pay yourself as a freelancer LLC owner.
Penalties if you ignore it
New York didn’t mess around on enforcement. According to the statute as analyzed by counsel:
- $500 per day of noncompliance for failing to file.
- An additional $250 fine for the initial failure to file.
- If the failure lasts more than 30 days past the deadline, the LLC is marked “past due” in Department of State records.
- If the failure stretches beyond two years, the company is listed as “delinquent.”
- In serious cases, the state can suspend, cancel, or dissolve the LLC entirely.
There is a 90-day safe harbor to correct erroneous information — but it doesn’t apply if false or fraudulent information was willfully submitted. Do the math on $500 a day and you’ll see why “I’ll get to it later” is the most expensive filing strategy available.
Keeping it current: updates, corrections, and annual statements
Filing once isn’t enough. Three ongoing obligations:
- 30-day updates. Any change to reported beneficial ownership information — ownership shifts, address changes, new ID documents, changes in who’s in substantial control — triggers an updated report within 30 days.
- 90-day corrections. Submitted something wrong by honest mistake? You have 90 days to correct it without the safe harbor disappearing. Willful falsehoods get no shelter.
- Annual statements. Every covered LLC, reporting or exempt, files an annual statement confirming or updating its BOI or exempt status and its principal executive office address. The Department hasn’t published the annual deadline yet, so this is one to watch.
A quick note on where this could go next
The legislature could try again to broaden the law’s scope — the veto doesn’t permanently settle the question. If Albany ever decouples the NYLTA from the federal CTA with standalone definitions, domestic LLCs could be pulled back in. That’s speculative, not a filing obligation today, but it’s worth keeping on your radar if you do business in New York. The smart play: check the Department of State’s guidance once a year, alongside your other annual compliance, and don’t assume the rules you read today are the rules forever.
Frequently Asked Questions
Does the New York LLC Transparency Act apply to my NY-formed LLC?
No — not under the law as it stands today. Because the NYLTA incorporates federal CTA definitions by reference, and federal rules now exclude U.S.-formed entities, the law applies only to LLCs formed under foreign (non-U.S.) law that are authorized to do business in New York. Governor Hochul’s December 19, 2025 veto of SB S8432 — the bill that would have broadened the law to cover domestic LLCs — confirmed this narrowed scope.
What’s the deadline for existing foreign LLCs?
If your foreign-formed LLC was authorized to do business in New York before January 1, 2026, your initial BOI report or exemption attestation is due by December 31, 2026 (also described in some sources as “before January 1, 2027” — same boundary). LLCs authorized on or after January 1, 2026 have 30 days from their application for authority.
What happens if I miss the deadline?
Late filings carry fines of up to $500 per day plus a $250 fine for the initial failure to file. After 30 days past due, the LLC is marked “past due” in Department of State records; after two years, “delinquent.” Persistent non-compliance can lead to suspension, cancellation, or dissolution of the LLC.
Is the information I file made public?
No. The law stores beneficial ownership information in a secure, nonpublic database accessible to federal, state, and local government employees for official duties and to law enforcement under court order. It’s not available through New York’s Freedom of Information Law.
Do I still need to file if my LLC is exempt?
Yes — exempt companies must file an attestation of exemption identifying the exemption and the basis for claiming it. Exemption excuses you from disclosing beneficial owner details, not from interacting with the filing system.
Is this the same as the old federal FinCEN BOI report?
No. Federal BOI reporting for U.S. companies effectively ended with FinCEN’s August 2026 final rule (all U.S.-created entities are exempt). The New York law is a separate state requirement with its own filing system, its own deadlines, and — importantly — no FinCEN-ID equivalent. If you’re a foreign-formed LLC registered in New York, the federal rules may still touch you separately, so don’t conflate the two.