Beginning January 1, 2026, all New York limited liability companies—and all non–New York LLCs doing business in New York—must file confidential beneficial ownership reports with the New York Department of State unless exempt. Existing LLCs have until January 1, 2027, to file, while new LLCs formed or doing business in New York on or after January 1, 2026, must file within 30 days.
These requirements were originally modeled on the federal Corporate Transparency Act (CTA) but function separately from the CTA, even though the New York LLC Transparency Act (NYTA) continues to incorporate the CTA’s statutory definitions and exemption categories. (As readers are likely aware, FinCEN’s March 2025 interim rule effectively suspended CTA filings for domestic entities.) New York’s regime remains fully in force, uses its own filing portal, and requires both beneficial owner and applicant disclosures for all LLCs, including pre-2026 ones.
Overview of the New York LLC Transparency Act
1. What Must Be Reported
Covered LLCs must file a Beneficial Ownership Report (BOR) for the following individuals.
(a) Beneficial Owners
Beneficial owners are individuals who either:
- Own or control 25 percent or more of the LLC’s ownership interests or
- Exercise substantial control over the company (e.g., senior officers, key decision-makers).
(b) Company Applicants
A company applicant is the individual who directly filed, and the individual who directed the filing of, the LLC’s formation or authorization documents.
Usually this is the attorney, paralegal, or third-party service provider (e.g., CT Corp., CSC) who files (or directs the filing of) the LLC’s formation or authorization documents with the NY DOS. This is not the client, owner, or general partner—it’s the filing agent, and the NYTA requires a BOR for the applicants of every covered LLC, even those formed decades ago.
Information Required for Each Person
- Full legal name
- Date of birth
- Current home or business street address
- Passport or driver’s license number (or other acceptable government-issued identification document)
No copies of identification documents are required, and all information is confidential.
2. Who Must File
The NYTA applies to:
- LLCs formed in New York
- LLCs formed outside New York but doing business in New York*
* “Foreign” LLCs doing business in New York are required to file with the New York State Department of State (NY DOS) an Application for Authority, which is what triggers the BOR requirement. While the determination of whether an out-of-state LLC is doing business in New York is fact-specific, note that the threshold is lower for NY DOS purposes than for tax purposes. If you are sitting in New York and conducting your business, then no matter what your business is, it is likely you are doing business in New York and thus must file an Application for Authority.
The law covers only LLCs—not corporations, limited partnerships, general partnerships, or trusts.
LLCs that fall within one of the 23 exemption categories, which mirror the CTA exemptions (e.g., banks, credit unions, large operating companies, publicly traded companies, plus the below), must instead file an exemption attestation. Like the BOR, this attestation must be filed on an annual basis. (See #5 below.)
Fund-Related Exemptions
Several exemption categories under the NYTA are particularly relevant to fund managers. The following summarizes the exemptions most frequently applicable in fund contexts.
(1) Investment Advisers
An LLC qualifies for exemption if it is:
- Registered as an investment adviser with the Securities and Exchange Commission (SEC RIA)
- A fund adviser exempt from registration pursuant to the venture capital fund adviser exemption that files as an exempt reporting adviser with the SEC (SEC VC ERA).
These advisers are treated as “Exempted Advisers” and are not required to submit a BOR. Importantly, state-level registered investment advisers and exempt reporting advisers are not exempted from the BOR filing requirement.
(2) Private Funds and Other Pooled Investment Vehicles
A private fund may be exempt as a pooled investment vehicle (PIV) if all three of the following criteria apply:
- It relies on the investment company exemptions provided by Investment Company Act Section 3(c)(1) or 3(c)(7).
- It is (or will be) identified on an adviser’s Form ADV.
- It is advised by an Exempted Adviser.
Important limitations:
- Exempt reporting advisers relying solely on the private fund adviser exemption (less than $150 million in assets under management) typically do not qualify as Exempted Advisers; thus, their funds generally will not meet the PIV exemption.
- Funds relying on Investment Company Act Section 3(c)(5)(C) (such as many real estate vehicles) typically do not qualify as PIVs.
(3) Subsidiaries of Exempt Entities
An LLC may qualify for exemption as a subsidiary if it is wholly owned or wholly controlled by an entity exempt from filing a BOR.
Considerations for fund structures:
- The exemption generally requires 100 percent ownership or control.
- Special purpose vehicles (SPVs) with minority co-investors or unaffiliated directors, that are not otherwise exempt as a PIV, generally do not qualify.
- Situations involving indirect control by an adviser through intermediate fund entities may require further analysis, as New York has not issued interpretive guidance.
(4) General Partners and Managing Members of Private Funds
A fund’s general partner or managing member (depending on whether the fund is organized as a limited partnership or an LLC) does not automatically qualify for an exemption simply because the fund itself is exempt as a PIV or because the investment manager is an SEC RIA or SEC VC ERA.
In many private fund structures:
- The investment manager qualifies for exemption (as an SEC RIA or SEC VC ERA).
- The fund qualifies for exemption (as a PIV advised by an Exempted Adviser).
- The general partner or managing member does not qualify for any exemption unless it independently meets an exemption category.
Common outcomes:
- Most general partner or managing member entities do not have employees, revenue, or a regulatory status that would qualify them for an exemption.
- Most are owned by individual principals, meaning they also do not satisfy the “wholly owned subsidiary” exemption.
- As a result, the general partner or managing member typically must file a BOR, even when both the fund and investment manager are exempt.
A general partner or managing member will qualify for exemption only if:
- It is itself an SEC RIA or SEC VC ERA.
- It is a wholly owned subsidiary of an exempt entity (e.g., 100 percent owned by an SEC RIA or SEC VC ERA).
(5) Interpretation and Pending Guidance
Because New York has not yet issued detailed regulations interpreting the exemptions, it is possible general partners and managing members, as well as some fund structures—particularly those involving indirect control, complex SPV arrangements, or private fund adviser exempt reporting advisers—may yet be eligible for exemption.
3. Confidentiality
BORs and exemption attestations are not public.
Information is accessible only to:
- Law enforcement and regulators
- Financial institutions with customer consent requests
- Parties with court authorization
The NYTA requires the NY DOS to maintain an encrypted, nonpublic database.
4. Filing Deadlines
New LLCs (formed or filing the Application for Authority on or after January 1, 2026) must file a BOR (or exemption attestation) within 30 days of formation/authorization.
Existing LLCs (formed or filing the Application for Authority before January 1, 2026) must file by January 1, 2027.
5. Ongoing Obligations
Annual confirmations of the information in the BOR or the exemption attestation are required for all LLCs (including exempt LLCs).
LLCs have 90 days to correct any inaccurate filings.
The CTA required that any changes to the information in a BOR had to be reported within 30 days. The NYTA, however, does not explicitly include this requirement.
6. Penalties for Noncompliance
- After 30 days, status will show as “past due” on the NY DOS website (https://apps.dos.ny.gov/publicInquiry/), and after two years, status will show as “delinquent.”
- The Attorney General can assess a fine of up to $500 for each day the LLC is past due.
- The Attorney General’s enforcement may include suspension or cancellation of the LLC.
- A $250 reinstatement fee applies for removing the “delinquent” status.
The NYTA does not explicitly address whether having “past due” or “delinquent” status will render an LLC not in good standing in New York State. This practitioner believes lawyers should not give good-standing opinions for any covered LLCs that have “past due” or “delinquent” status.
Common Questions (FAQ)
1. Does this still apply now that the federal CTA is paused for domestic entities?
Yes. The NYTA still applies. Although the NYTA cross-references the CTA’s statutory definition of “reporting company” in 31 U.S.C. § 5336(a)(11)(A), that federal definition has not changed. The March 2025 FinCEN interim final rule merely exercised FinCEN’s exemptive authority to suspend reporting requirements for domestic entities under the CTA, but it did not amend the CTA statute itself. Only Congress can amend a statute. Some commentators have treated the interim final rule as if it revised the definition of “reporting company” to cover only foreign entities, but this is not the case. In addition, the NYTA overrides the federal definition by limiting it to LLCs formed or authorized in New York, regardless of how the CTA is currently being enforced. As a result, the NYTA continues to apply to all non-exempt New York LLCs even though CTA reporting is paused for domestic entities.
2. Do I have to amend my articles of organization?
No. BORs and exemption filings are made through a separate NY DOS portal (expected to launch any day now).
3. Does any of this become public?
No. All information is confidential and thus not available on the NY DOS public website.
4. What about LLCs formed in Delaware, Texas, or elsewhere?
If the LLC is doing business in New York, it must file the Application for Authority with the NY DOS, which then triggers the same filing obligations as New York–domiciled LLCs have.
5. Do LLCs exempt from the BOR requirement have to file anything?
Yes. Exempt LLCs must submit an exemption attestation and must annually re-attest as to eligibility for exemption.
6. Do LLCs have to report “company applicants” even if they were formed years ago? What if the company applicant is dead?
Yes. Existing LLCs must identify their original filer and the individual who directed the filing, even if that person is no longer involved. If the company applicant is deceased, the LLC must provide the individual’s name but no other information is required.
7. Do New York partnerships or corporations have to file?
No. There is no corresponding partnership or corporation transparency act; only LLCs are covered.
8. Does this intersect with New York’s publication requirement for LLCs?
No. Publication under New York Limited Liability Company Law Section 206 is unrelated to BORs and does not include ownership details. All BOR information remains confidential.
9. What should we do now?
Inventory your LLCs to identify which will require a BOR versus an exemption attestation. Assign responsibility for filing the BOR or the exemption attestation, as applicable, and gather the required information.
Next Steps
Our team advises LLCs, fund managers, family offices, and multi-entity groups on NYTA and CTA compliance. We can review historical formation materials to identify applicants, review (and update, as needed) corporate governance documents and capitalization tables to identify beneficial owners, and design repeatable compliance protocols for 2026 and beyond. Please feel free to reach out.