The New York LLC Transparency Act (NYLTA) is set to take effect on January 1, 2026. The NYLTA will introduce a new beneficial ownership disclosure regime for limited liability companies operating in New York. The NYLTA will impact both LLCs formed in New York and foreign LLCs authorized to do business in the state.

Under the NYLTA, LLCs formed or registered before January 1, 2026 must file their initial Beneficial Ownership Information Report by December 31, 2026. LLCs formed or registered on or after January 1, 2026 must file within thirty days. Exempt LLCs must file an attestation of exemption with supporting documentation signed under penalty of perjury. All LLCs must also file annual updates.

Non-compliance carries some serious consequences. LLCs that fail to file within thirty days of the filing due date will be marked “past due,” and those delinquent for over two years will be listed as “delinquent.” Financial penalties can include up to $500 per day of noncompliance plus an additional $250 fine for the initial failure. The state may also suspend, cancel, or dissolve non-compliant entities.

The NYLTA was initially designed to align with the federal Corporate Transparency Act (CTA), incorporating the CTA’s framework and definitions for identifying beneficial owners and reporting companies. As the NYLTA currently stands, an entity is a “reporting company” under the NYLTA if it is a “reporting company” under the CTA (except the NYLTA is narrowed to include only LLCs). This alignment created an unexpected complication when the Financial Crimes Enforcement Network’s interim rule issued on March 26, 2025 substantially narrowed the reach of the CTA by eliminating beneficial ownership reporting requirements for entities formed in the United States, effectively gutting the NYLTA’s coverage reach as well. In response, New York Senate Bill S8432 was passed on June 17, 2025 to establish definitions independent of the CTA to shield the NYLTA from, according to the sponsor’s memorandum, “shifting federal guidelines” or “attempts to repeal the CTA” and to “provide certainty and reduce confusion as a result of changes in federal regulation.” These new definitions would clarify reporting companies and beneficial owners under the NYLTA. However, the bill has not yet been signed into law. The 2025 New York legislative session has concluded, so it seems the bill awaits further action when the legislature reconvenes in January 2026.

The State of New York has not yet released implementation guidance or online filing resources for NYLTA. As the January 1, 2026 effective date approaches with uncertainty surrounding both the pending legislative amendments and the absence of any state guidance or filing systems, this remains a highly fluid situation. We will continue to monitor all NYLTA and CTA developments and will provide timely updates as new information and guidance become available.