Revised November 14, 2024

As a reminder, the New York State Limited Liability Company (“LLC”) Transparency Act, as amended, requires Covered LLCs formed or authorized to do business under State law prior to January 1, 2026 to report no later than January 1, 2027 the required beneficial ownership report or the statement/attestation specifying the applicable exemption(s) from the filing requirements. Covered LLCs formed or authorized to do business under New York State law on or after January 1, 2026 must comply within 30 days of the filing of the Covered or Exempt Entity’s articles of organization or application for authority to do business with the State. Please be sure to review your reporting obligations and consult with legal counsel if needed.

New York State Adopts and Amends Limited Liability Company Transparency Act that Both Mirrors and Differs from Federal Law

In following federal efforts, New York State (“NYS”) adopted similar legislation to the federal government’s Corporate Transparency Act (“CTA”) on December 23, 2023, referred to as the NYS Limited Liability Company Transparency Act (“NYLLCTA”). Unlike the federal CTA, the NYLLCTA imposes filing requirements regarding beneficial ownership only upon LLCs and applies to LLCs formed or authorized to do business under NYS law prior to January 2026, in addition to new entities going forward.

The NYLLCTA applies to all LLCs formed under NYS law, as well as those that are doing or seeking to do business in NYS. Each Covered LLC must file the applicable form and related information electronically with the NYS Department of State (“DOS”). The terms “beneficial owner,” “reporting company” and “exempt company” under the NYLLCTA have the same definitions as provided in the CTA. Accordingly, both the CTA and NYLLCTA share the same 23 exemptions from their reporting requirements. Additionally, LLCs claiming an exemption must also electronically file with the NYS DOS an attestation of exemption form, which shall include the specific exemption claimed and the facts on which such exemption is based.

Covered LLCs must disclose to the NYS DOS the identities of their beneficial owners, their dates of birth and their business addresses, among other things, unless an exemption from the reporting requirements applies. Information filed will be compiled into an internal business entity database maintained by the NYS Secretary of State which will be kept confidential and will not be shared publicly, but will be made available to federal, state and local governmental agencies and law enforcement similar to information filed under the CTA.

No later than January 1, 2027, Covered LLCs formed or authorized to do business under NYS law prior to January 1, 2026 must file the required beneficial ownership report (or the attestation of exemption form) with the NYS DOS. Covered LLCs formed or authorized to do business under NYS law on or after January 1, 2026 must file the required beneficial ownership report (or attestation of exemption form) within 30 days of the filing of the LLC’s articles of organization or application for authority to do business under NYS law. Following the initial NYLLCTA filing described above, all Covered LLCs must electronically file with the NYS DOS an annual statement confirming or updating: (1) their beneficial ownership disclosure information; (2) the street address of its principal executive office; (3) status as exempt company, if applicable; and (4) such other information as may be designated by the DOS.

As mentioned in the introductory reminder, should you have further questions on the application of the NYLLCTA and associated compliance, please consult with legal counsel.