Beginning January 1, 2026, the New York LLC Transparency Act (“NYLLCTA”) will require limited liability companies formed or registered in New York State to report information about their beneficial owners to the Department of State. However, a veto of S8432/A8662 by Governor Kathy Hochul on Friday, December 19, 2025, loosens the requirements under the NYLLCTA. While the NYLLCTA still takes effect on January 1, 2026, its requirements are substantially limited. The NYLLCTA will now mirror the requirements of the federal Corporate Transparency Act, and most limited liability companies will be exempt from the requirements of the NYLLCTA. This client alert will address the history of the NYLLCTA and the upcoming reporting requirements.
Background
On March 1, 2024, Governor Hochul signed the NYLLCTA into law. The NYLLCTA adopted the federal definition of an entity subject to the reporting requirement from the federal Corporate Transparency Act (CTA). As we detailed in our previous client alert available HERE, the Financial Crimes Enforcement Network (FinCEN), the agency responsible for promulgating regulations under the CTA adopted an interim final rule which exempted a “domestic reporting company”, defined as an entity formed in the United States. In response, the New York State Senate passed S8432 and New York State Assembly passed A8662. The bill incorporated the provision that requires entities to meet the original requirements of the Corporate Transparency Act and required compliance from many entities. The original requirements of the Corporate Transparency can be found in our client alert available HERE.
On Friday, December 19, 2025, S8432/A8662 was vetoed by Governor Hochul. As a result of Governor Hochul’s veto of S8432/A8662, the NYLLCTA now follows the federal interim final rule and fewer limited liability companies are covered by the NYLLCTA.
Required Disclosures
Once the NYLLCTA goes into effect, limited liability companies subject to the requirements of the law must file a beneficial ownership disclosure or, if exempt, an attestation identifying which exemption applies.
The required filing includes each owner’s full legal name, date of birth, current business or home address, and a unique identification number from a government issued identification. Knowingly filing false or incomplete information can trigger enforcement action and monetary penalties.
Filing Deadlines And Annual Updates
Limited liability companies formed before January 1, 2026, must submit their initial disclosure or exemption attestation by January 1, 2027. Limited Liability Companies formed or registered on or after January 1, 2026, must file within 30 days of formation or authorization to do business in New York. All LLCs will also be required to file an annual statement confirming or updating ownership information.
The Department of State will store ownership disclosures in a secure, non-public system, and the information will be available to law enforcement officials and by court order.
Penalties And Enforcement
Companies that fail to file or submit inaccurate information may be subject to administrative penalties. Entities that fail to timely report will be noted on the New York Department of State website as “past due”, which is triggered for companies with reports over 30 days late. A delinquent company may lose the authority to conduct business and face civil penalties of up to $500 per day until the issue is resolved, and pay a $250 fee for reinstatement.
The foregoing is not intended to be comprehensive or constitute legal advice. If you would like to discuss your specific circumstances or would like more information, feel free to contact us at (212) 625-8505.