While the federal Corporate Transparency Act (CTA) was significantly narrowed in scope in 2025, New York moved forward with implementing its own beneficial ownership reporting regime. Effective January 1, 2026, the New York LLC Transparency Act (NY LLCTA) requires specific limited liability companies to disclose information regarding their individual beneficial owners. These changes are significant for all companies registered to do business in New York; further, in light of the current fluid refederalization of banking rules, financial institutions in particular should also watch whether other states adopt similar legislation. 

Current Scope of the NY LLCTA

The NY LLCTA applies to certain limited liability companies that are either organized under New York law or qualified to do business in the state (Reporting Companies), as determined by definitions incorporated from the federal CTA.

In 2025, the Financial Crimes Enforcement Network (FinCEN) substantially narrowed the CTA's scope, exempting most domestic (US-formed) reporting companies.[1] Because Governor Hochul recently vetoed legislation that would have “de-coupled” New York from these federal definitions, the NY LLCTA currently mirrors the federal scope.[2]

Consequently, as of January 1, 2026, the NY LLCTA applies only to non-US (foreign) LLCs authorized to do business in New York; all LLCs formed within the United States are currently outside the scope of the NY LLCTA’s reporting requirements.

Under this existing framework, generally only non-US LLCs and their non-US beneficial owners must file a beneficial ownership information report (NY BOI Report) with the New York Department of State (NYDOS).

Exemptions & Attestations

The NY LLCTA includes the same 23 exemptions as the federal CTA (e.g., banks, insurance companies, and highly regulated entities).

Unlike the federal CTA, which requires no filings by exempt entities, the NY LLCTA requires “Exempt Companies” to file a signed attestation of exemption with the NYDOS. This attestation must be updated annually.

Filing Requirements

Reporting Companies must disclose the following identifying information for each beneficial owner:

• full legal name;
• date of birth;
• current residential or business street address; and
• a state- or federally issued identification number (such as a driver’s license or passport).

Unlike under the federal CTA, beneficial owners cannot satisfy this requirement by providing a FinCEN identifier and must instead provide their personal information directly for each filing.

Compliance Deadlines

New Entities: Foreign (non‑US) LLCs authorized in New York on or after January 1, 2026 must file within 30 days of authorization.

Existing Entities: Foreign LLCs authorized before January 1, 2026 must make their initial filing by December 31, 2026 (sometimes described as “by January 1, 2027”).

Ongoing Obligations: Reporting Companies must file an annual NY BOI Report with NYDOS confirming their beneficial ownership. Failure to file may result in civil penalties and, if noncompliance continues, potential suspension of the LLC’s authority to conduct business in New York. NYDOS has authority to assess penalties, and additional guidance may further clarify enforcement.

Conclusion

Currently, the NY LLCTA mirrors the federal CTA’s narrowed reporting regime and applies only to foreign entities. However, this is a dynamic regulatory environment. Because the NY LLCTA relies on federal definitions, any federal expansion could automatically broaden New York’s reporting requirements. Additionally, further guidance from the NYDOS or future legislative amendments may materially alter these compliance obligations.

Hunton will continue to monitor the development and implementation of the NY LLCTA. If you have questions about how these requirements may apply to your organization, entity structure, or transactions, or if you would like assistance evaluating potential compliance obligations, please contact a member of the firm’s CTA working group.

[1] Following litigation and an interim final rule in March 2025, FinCEN narrowed the CTA’s scope so that, for now, reporting is limited to foreign reporting companies and non‑US person beneficial owners. The CTA has not been repealed, however, and its final posture remains uncertain.

[2] In response to FinCEN’s changes to the CTA, the New York legislature sought to decouple aspects of the NY LLCTA from the federal CTA through New York State Senate Bill S8432 (the “Revised LLCTA Bill”). Governor Hochul vetoed the Revised LLCTA Bill on December 13, 2025.