NY LLC Transparency Act – What Every LLC Must Know Before January 1, 2026

December 19, 2025

What Will You Learn from the Article?

What is New York’s LLC Transparency Act and when does it take effect?

New York’s LLC Transparency Act (NY LLCTA) requires every New York LLC and every foreign LLC authorized to do business in the state to submit beneficial ownership information or an exemption attestation, starting January 1, 2026, to combat unlawful activities like money laundering and wage theft while addressing privacy concerns.

Who must file under the NY LLCTA and by when?

Existing LLCs formed or qualified before January 1, 2026, have one year to file a beneficial ownership report or exemption attestation, while new companies formed or authorized after that date must file within 30 days of formation or registration.

Who qualifies as a beneficial owner under the NY LLCTA?

A beneficial owner is an individual who directly or indirectly exercises substantial control over the company or owns or controls at least 25% of the ownership interests, aligning with the federal standard.

What penalties apply for failing to comply with the NY LLCTA?

Non-compliance can lead to past due or delinquent status, daily fines up to $500 assessed by the Attorney General, suspension of business activities, and in severe cases, dissolution of domestic LLCs or annulment of authority for foreign LLCs.

Are there exemptions from the beneficial ownership filing requirement?

Yes, companies may submit a signed attestation claiming an exemption if they meet certain criteria, allowing them to avoid disclosing beneficial ownership information.

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Beginning January 1, 2026, New York’s LLC Transparency Act (“NY LLCTA”) will require every New York LLC, and every foreign LLC registered to do business in the state of New York, to submit a beneficial ownership filing or exemption attestation to the Department of State. Governor Hochul emphasized that the Act addresses unlawful activity such as wage theft, money laundering, and tenant mistreatment, previously hidden behind opaque LLC structures, while balancing legitimate privacy concerns. Although lawmakers have passed amendments to clarify the Act, their final status remains uncertain, and our Office is closely tracking developments to help clients understand their obligations as the effective date approaches.

NY LLCTA Compliance Requirements: Who Must File and When

Pursuant to NY LLCTA, all limited liability companies formed or qualified to do business in New York before January 1, 2026, must file either file either a beneficial ownership report or a signed attestation claiming an exemption from the filing requirement within one year. Companies formed or authorized after the effective date of the NY LLCTA must comply by filing the beneficial ownership report or exemption attestation within thirty (30) days of formation or registration.

Identifying Beneficial Owners for LLC Reporting

Under the NY LLCTA, and consistent with the federal standard in 31 U.S.C. § 5336(a)(3), a beneficial owner is an individual who, directly or indirectly, through any contract, arrangement, understanding, relationship, or otherwise:

Exercises substantial control over the company; or
Owns or controls at least 25% of the ownership interests in the company.

Consequences of Non-Compliance with the NY LLC Transparency Act

In accordance with New York Limited Liability Company Law (NY LLC Law) § 1108(a)(1) if a company fails to make the mandatory disclosure within the applicable timeframe the penalties may include but are not limited to the following:

Past Due Status: Companies failing to file for more than 30 days may be marked as “past due” on the Department of State records.
Daily Fines (Past Due): The New York Attorney General may assess fines of up to $500 per day for each day the company has been past due.
Delinquent Status: Companies failing to file for more than two (2) years may be marked as “delinquent” on the Department of State records. The Attorney General may assess a fine of up to $500 per day for each day the company has been delinquent.
Attorney General Enforcement: The Attorney General may investigate violations and seek penalties, including fines and legal actions against the company.
Dissolution or Annulment: The Attorney General may investigate violations and seek fines or legal actions, including dissolution of domestic LLCs or annulment of foreign LLC authority.
Distribution of Assets: If dissolved, the court may direct the distribution of company property to entitled parties according to their rights.
Suspension of Corporate Powers: Companies that fail to file may be suspended by the Department of State and cannot conduct business until compliance is restored.
Concurrent Penalties: Penalties under § 1108 are in addition to any other legal remedies or penalties provided under law.

How KBIW KURPIEJEWSKI & ASSOCIATES, PLLC Can Help

Compliance with the NY LLCTA is critical to avoid penalties under NY LLC Law, including fines, suspension, or administrative dissolution of domestic LLCs, or revocation of authority for foreign LLCs. KBIW Kurpiejewski & Associates, PLLC, helps clients accurately identify and report beneficial owners and company applicants, ensuring filings are complete and timely as well as determine whether an exemption applies through a thorough review of each entity’s structure and relationships. To schedule a consultation and learn how we can help you, please call us at (212) 220-3956 or email office@kbiw.com.

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