New York has enacted the New York LLC Transparency Act (“NY LLC Transparency Act”), which will impose new beneficial ownership reporting requirements on many limited liability companies beginning in 2026. This brief is to give you an overview so you can start planning.

Who is affected?

The law applies to:

• All domestic LLCs formed under New York law; and
• Foreign LLCs (formed in another state or country) that are authorized to do business in New York.

It does not apply to corporations, limited partnerships, or other entity types.

Certain LLCs will be exempt, largely by reference to the same 23 exemption categories used in the federal Corporate Transparency Act (“CTA”). For example, many regulated financial institutions and “large operating companies” that meet specific thresholds. Even exempt LLCs, however, must file an attestation of exemption with New York.

Key effective dates and deadlines

• January 1, 2026 – Effective date of the NY LLC Transparency Act.
• LLCs formed or authorized before January 1, 2026
  • Must file their initial beneficial ownership report or attestation of exemption with the New York Department of State no later than January 1, 2027.
• LLCs formed or authorized on or after January 1, 2026
  • Must file their initial report (or exemption attestation) within 30 days of filing their articles of organization or application for authority in New York.

In addition, all LLCs (including exempt ones) will be required to file annual update statements confirming or updating beneficial ownership information and other key data.

What must be reported?

For each beneficial owner, the initial report is expected to include:

• Full legal name
• Date of birth
• Current home or business street address
• A unique identifying number from an acceptable ID (e.g., passport or driver’s license)
• A description of the nature and extent of the individual’s ownership or control
• “Beneficial owner” is defined by cross-reference to the federal CTA and generally includes any individual who, directly or indirectly: Owns or controls at least 25% of the ownership interests of the LLC; or Exercises substantial control over the LLC (such as certain senior officers or individuals with significant decision-making authority).

Exempt LLCs must report their exempt status and supporting information, attested under penalty of perjury.

Confidentiality of information

Although the Act is a “transparency” law, beneficial ownership information will not be publicly searchable in New York.

Instead, the information will be maintained in a non-public database and may be disclosed only to specified government agencies or by court order, or with the consent of the beneficial owner, similar to the federal CTA access rules.

Penalties for non-compliance

Failure to comply can have significant consequences, including:

• Being flagged as “past due” (more than 30 days late) or “delinquent” (more than 2 years late) in Department of State records
• Civil penalties of up to $500 per day for each day of non-compliance.
• Possible suspension of the LLC’s authority to do business in New York after notice

The statute does not mirror the CTA’s federal criminal penalties, but it does prohibit knowingly providing false information, and willful misstatements may still have serious consequences.

Relationship to the federal Corporate Transparency Act (CTA)

The NY LLC Transparency Act was modeled in many respects on the federal CTA, borrowing its key definitions and exemption categories.

However:

• New York’s regime is separate from any federal CTA requirements.
• The Federal CTA landscape had many changes and court cases, and currently the obligations for certain U.S. domestic entities to file has been removed, while New York’s law is still moving forward with a January 1, 2026 effective date.

As a result, even if a company’s federal CTA obligations change, New York LLC reporting obligations still apply.

What you should do now

Between now and January 1, 2026, we recommend that affected clients:

1. Identify all New York and New York-authorized LLCs in your structure.
2. Determine which entities may be exempt under the CTA-based exemptions, with counsel’s assistance where needed.
3. Map beneficial owners and control persons for each non-exempt LLC based on the CTA-style “25% or substantial control” test.
4. Collect and securely store required data (name, date of birth, address, ID number and type) for those individuals.
5. Prepare for annual update processes, including tracking changes in ownership or control that will need to be captured each year.
6. Coordinate with legal counsel to confirm treatment of edge-case entities and ensure filings are timely and accurate.

This summary is for general informational purposes only and is not legal advice. Because the statute and related guidance continue to evolve, you should consult with your legal counsel about how the New York LLC Transparency Act applies to your specific entities.

Please note that DDK cannot determine a company’s beneficial owners. We recommend that you review these issues and filings with your legal counsel.