New York LLC Transparency Act: What to Know Before January 1, 2026

Dear Clients and Colleagues,

It is important to note that new reporting rules for New York LLCs take effect in 2026. Below is what business and entity owners should know to stay compliant and avoid costly penalties.

Beginning January 1, 2026, the New York LLC Transparency Act (NYLTA) will take effect, introducing new reporting requirements for limited liability companies doing business in New York. The Act aims to enhance ownership transparency but will also create new compliance responsibilities for business owners.

Who Is Affected:

The NYLTA applies to:

• LLCs formed in New York, and

• Foreign LLCs authorized to do business in the state.

  
  

Key Filing Deadlines:

• Existing LLCs (formed or registered before January 1, 2026) must file an Initial Beneficial Ownership Information (BOI) Report by December 31, 2026.

• New LLCs (formed or registered on or after January 1, 2026) must file their BOI Report within 30 days of formation or registration.

• Exempt LLCs must file an attestation of exemption, signed under penalty of perjury and accompanied by supporting documentation.

• All LLCs will also be required to file annual updates confirming or amending ownership information.

  
  

Penalties for Noncompliance:

Noncompliance carries meaningful consequences:

• Entities that miss their filing deadline will be listed as “past due.”

• LLCs remaining out of compliance for more than two years will be labeled “delinquent.”

• Penalties can include daily fines of up to $500, an initial $250 fine, and, in severe cases, suspension or dissolution by the state.

  
  

Connection to Federal Law:

The NYLTA was initially aligned with the federal Corporate Transparency Act (CTA), sharing its definitions for “reporting company” and “beneficial owner.” However, following federal changes in March 2025 that narrowed the CTA’s reach, the New York Legislature passed Senate Bill S8432 to ensure the NYLTA remains effective under state law. That bill awaits final action when the legislature reconvenes in January 2026.

What to Expect:

The State of New York has not yet issued final implementation guidance or released its filing portal. As the effective date approaches, LLC owners should review ownership structures, confirm exemption eligibility, and prepare to comply once state systems are live.

Please contact our office by email at lmasha@laramsass.com or by phone at (212) 971-9770 with any questions or for assistance with other trusts and estates matters.