New York’s LLC Transparency Act: What Companies Should Expect in 2026

On January 1, 2026, New York State’s Limited Liability Company Transparency Act (the NYLTA), a law designed to reduce/eliminate certain financial crimes, took effect. The NYLTA incorporates several definitions from the Corporate Transparency Act (the CTA), a federal law with similar objectives to the NYLTA. However, the scope of the CTA, and by extension the NYLTA, has been significantly narrowed following the Financial Crimes Enforcement Network’s (FinCEN) final rule issued on March 21, 2025. 

In June 2025, New York legislators attempted to expand the scope of the NYLTA definitions through SB S8432. However, on December 19, 2025, Governor Kathy Hochul vetoed the bill. As a result, the NYLTA is aligned with the narrowed federal CTA framework. 

Who Must Comply?

The NYLTA only requires compliance from foreign limited liability companies, defined as LLCs formed outside the U.S. that are registered to do business in New York.

How Must Foreign LLCs Comply?

Foreign LLCs must either:

1. File an initial beneficial ownership information (“BOI”) disclosure, or
2. Submit an attestation of exemption, if an exemption applies,

in each case with the New York Department of State (“NYDOS”).

Reporting Foreign LLCs

Foreign LLCs required to report BOI must:

• Identify all beneficial owners, defined as any individual or entity that:
  • Directly or indirectly owns at least 25% of the company, or
  • Exercises substantial control over the company.
• Submit an initial BOI disclosure containing the following information for each beneficial owner:
  • Full legal name
  • Date of birth
  • Current residential or business street address
  • Government-issued identification number (e.g., passport or driver’s license)
• File an annual statement with the NYDOS confirming or updating:
  • The company’s reporting or exempt status, and
  • Any changes to previously reported beneficial ownership information.

Exempt Companies

Companies claiming an exemption must:

• Identify the specific exemption relied upon,
• Determine why the exemption applies, and
• Submit an attestation of exemption, under penalty of perjury, together with supporting documentation.

When are Filings Due?

What are the Penalties for Non-Compliance?

Failure to comply with the NYLTA may result in:

• Loss of good standing in New York,
• Civil penalties of up to $500 per day for each day of noncompliance,
• A “Past Due” designation if a filing is more than 30 days late, and
• A “Delinquent” designation if noncompliance continues for more than two years.

If a foreign LLC is found delinquent, the New York Attorney General may suspend, cancel, or dissolve the entity. Noncompliance may also have indirect consequences, such as breaches of contractual representations and warranties relating to good standing.

What Should Foreign LLCs Do Now?

The NYDOS has yet to open the portal for filing BOI disclosures, or issue any formal guidance, but the fundamental requirements and compliance deadlines are clear. We recommend that foreign LLCs continue to monitor updates from the NYDOS. Reporting companies currently registered in NY can file any time during 2026. However, any foreign LLCs planning to register to do business in NY in 2026 and after will need to be prepared to file their initial BOI disclosures.

As the NYLTA introduces new compliance obligations, Brown Rudnick can advise you on next steps. For more information, please contact Morgan Jones or Rodger D. Moss, Jr.

Brown Rudnick provides this information as a service to clients and for educational purposes only. It should not be construed or relied on as legal advice.