New York LLC Transparency Act 2026: Who Must File, What Stays Private

By Jillian Dupree. Published April 20, 2026.

At 12:01 a.m. on January 1, 2026, a new disclosure regime for New York limited liability companies switched on. Twelve days earlier, on December 19, 2025, Governor Kathy Hochul vetoed S8432/A8662, the Hoylman-Sigal expansion bill that would have decoupled the NY LLCTA from federal CTA definitions. By vetoing, Hochul preserved the existing cross-reference to the federal Corporate Transparency Act. When FinCEN narrowed CTA reporting to foreign entities under its March 26, 2025 interim final rule, the NY LLCTA followed automatically.

If you own a New York LLC, formed one this winter, or run a foreign entity that files an application for authority in Albany, you have probably spent the last six weeks trying to figure out what you owe, when you owe it, and whether your name ends up in a searchable database. The short answer is more forgiving than the panic-search headlines suggested. The long answer is what this article is for.

Coffee first. Then the statute.

1. What the NY LLC Transparency Act actually requires

The New York Limited Liability Company Transparency Act (NYLTA) is codified primarily in New York Limited Liability Company Law article 12. Governor Hochul signed S.995B / A.3484A on December 22, 2023. A chapter amendment followed on March 1, 2024 (see S.995B at the New York State Senate, and the A.3484A companion bill at the Assembly). The effective date is January 1, 2026.

The Act requires covered LLCs to file a beneficial ownership disclosure (for non-exempt entities) or an attestation of exemption (for entities that qualify under one of 23 exemption categories) with the New York Department of State (NYDOS). A beneficial owner is an individual who either exercises substantial control over the entity or owns or controls at least 25 percent of its ownership interests, tracking the federal Corporate Transparency Act definition at 31 U.S.C. section 5336(a)(3).

The disclosure includes, for each beneficial owner:

• Full legal name
• Date of birth
• Current home or business street address
• A unique identifying number from an acceptable identification document (for example, a U.S. driver's license, U.S. passport, or non-expired foreign passport)

The filing must be signed under penalty of perjury. That language matters. It means the penalty for knowingly false filings is criminal, not just regulatory.

2. Who must file (and who got quietly excused in December)

Here is where the story turned. The Act as originally signed in December 2023 applied broadly to every LLC formed under New York law and every foreign LLC (meaning formed in another U.S. state or outside the United States) authorized to do business in New York. On December 19, 2025, Governor Hochul vetoed Senate Bill S8432, which would have reinstated the original broader scope after the March 2024 chapter amendment had already narrowed it. Her veto, combined with the March 2024 amendment, left the Act in its current posture (see Seyfarth Shaw's January 2026 summary and the Morgan Lewis analysis).

As the statute reads today, the reporting obligation applies to:

• Non-U.S. LLCs (LLCs organized under the laws of a country other than the United States) that are authorized to do business in New York.

And it does not apply to:

• LLCs formed under New York law.
• LLCs formed in another U.S. state or U.S. territory (for example, a Wyoming LLC, a Delaware LLC, a New Mexico LLC) and authorized to do business in New York.

The Governor's stated reason for the veto was that the NYLTA was intended to mirror federal Corporate Transparency Act reporting requirements, not to impose additional compliance burdens on New York businesses. The federal CTA, after FinCEN's March 26, 2025 interim final rule (90 Fed. Reg. 13688), now reaches only foreign reporting companies. Because the NYLTA cross-references federal CTA definitions, preserving that cross-reference means the state statute tracks the same narrower scope automatically.

3. The 23 exemption categories (and the attestation catch)

A non-U.S. LLC that is covered by the Act may still be exempt from filing beneficial ownership information if it qualifies under one of 23 exemption categories. The NYLTA expressly incorporates the exemption list from the federal Corporate Transparency Act at 31 U.S.C. section 5336(a)(11)(B). Commonly relevant categories include:

• Large operating company (more than 20 full-time U.S. employees, more than $5 million in gross receipts or sales reported on a federal return, and an operating presence at a physical office within the United States)
• Bank, credit union, depository institution holding company
• Registered securities broker or dealer
• Investment company or investment adviser registered with the SEC
• Insurance company
• Registered public accounting firm
• Tax-exempt entity described in section 501(c)
• Inactive entity (formed before January 1, 2020, not engaged in active business, no ownership change in the preceding 12 months)
• Subsidiary of certain exempt entities

The NYLTA diverges from the federal CTA on one meaningful point: an exempt LLC must affirmatively file an attestation of exemption with the NYDOS, signed under penalty of perjury, identifying the specific exemption claimed and the facts on which the exemption is based. Under the federal CTA, an exempt entity files nothing. Under the NYLTA, exempt entities file to claim exemption. That attestation must be updated annually.

If an entity qualifies for more than one exemption, it identifies the category it wants to rely on. A "we're exempt, we'll sort it out if asked" posture does not satisfy the statute.

4. What information gets reported, and where it lives

The beneficial ownership data filed under the NYLTA is held by the New York Department of State in a non-public database. It is accessible to federal, state, and local law enforcement, to other specified government agencies in defined circumstances, and in response to a court order. It is not part of the publicly searchable corporation and business entity database on the NYDOS website (see the NYDOS Division of Corporations portal).

That architecture matters for two reasons. First, the original 2023 bill contemplated publishing beneficial owner names in the public entity search. The March 2024 chapter amendment removed the public-database design and replaced it with the confidential law-enforcement database. Second, the distinction between government visibility and public visibility is the distinction a privacy-aware owner cares about most. A state government that knows who owns a small Manhattan LLC is a different risk than a scammer running a public search on the same entity.

The Act does authorize the NYDOS to disclose information to the federal Financial Crimes Enforcement Network (FinCEN) and to other agencies in limited circumstances. Data filed in New York is not walled off from every other regulator in the country.

5. Deadlines, filing mechanics, and penalties

Filings are made electronically through the NYDOS portal (on a form designated by the Department; verify the current form and instructions at the Division of Corporations). The beneficial ownership disclosure and the attestation of exemption are separate filings.

Penalties for non-filing, as codified in the Act:

• A $250 penalty for failure to file.
• A penalty of up to $500 per day while the delinquency continues.
• The New York Attorney General may bring an action to suspend, cancel, or dissolve a delinquent LLC.
• A knowingly false filing is subject to the criminal penalties attached to any sworn statement filed under penalty of perjury.

6. How the NYLTA fits with the federal CTA

The federal Corporate Transparency Act, codified at 31 U.S.C. section 5336, took its own winding path in 2024 and 2025. Two federal district courts struck it down (see National Small Business United v. Yellen in the Northern District of Alabama, and Texas Top Cop Shop v. Garland in the Eastern District of Texas). The Supreme Court stayed the Texas injunction on January 23, 2025 (No. 24A653). On March 21, 2025, FinCEN issued an interim final rule that narrowed the definition of "reporting company" to foreign entities only, effectively exempting all U.S.-formed entities and all U.S. persons from federal BOI reporting. See the FinCEN interim final rule Q and A and the Federal Register publication. On December 16, 2025, the Eleventh Circuit held the CTA constitutional on its face (No. 24-10736), but the domestic exemption in the March 2025 interim rule remains in force.

Put the two regimes side by side.

The two regimes now point in the same direction: U.S. persons and U.S.-formed entities are outside the reporting requirement at both the federal and New York levels. That is a narrower scope than the 2021 and 2023 versions of these statutes contemplated. It is also the current law.

7. What Hamptons, Manhattan, and Brooklyn property owners should actually do

The audience that typed this article's primary keyword into a search bar is, in our experience, some combination of three readers. Each has a slightly different to-do list.

The New York property owner who formed an LLC in New York or another U.S. state.

If your Hamptons beach house is held by a Wyoming LLC that is authorized to do business in New York, or by a New York-formed LLC that owns the property directly, the NYLTA does not currently require a beneficial ownership filing or an attestation of exemption from you. Your LLC is outside the statute's scope as the statute reads today. The federal CTA does not require a filing either, under the March 2025 interim final rule. What you should do: confirm your LLC's state of formation, confirm your New York authorization status, and keep a dated copy of this analysis in your entity records. Rules in this space are changing; good records are what make the difference if the rules move again.

The founder or investor whose LLC was formed outside the United States.

If your LLC was organized under the law of a country other than the United States (for example, a Cayman, British Virgin Islands, Luxembourg, or Singapore LLC) and it is authorized to do business in New York, the NYLTA likely applies to you. Your next step is to determine whether one of the 23 exemption categories fits. If yes, file an attestation of exemption. If no, prepare the beneficial ownership disclosure with the four data points required for each beneficial owner. Confirm the current form on the NYDOS portal, and if the 25-percent-ownership or substantial-control analysis is ambiguous for your capital structure, consult a licensed attorney before filing.

The owner of a Wyoming holding structure with a New York operating subsidiary.

The Wyoming Stack is a common privacy architecture: a Wyoming parent LLC owns a state-specific operating subsidiary that holds a single asset or a narrow slice of assets. If your operating subsidiary is authorized to do business in New York, the same analysis above applies. A New York subsidiary that is U.S.-formed is outside the NYLTA. A New York subsidiary that is foreign-formed is inside it and needs an attestation or disclosure. The structure itself is not affected. Charging-order protection, per-property liability isolation, and public-record privacy on the entity search continue to apply as they did before January 1, 2026.

8. Strategies that remain available

Privacy-aware entity structuring in 2026 is not a single decision. It is a sequence of decisions, each tuned to a specific risk. For readers who want a quick map of what still works and why:

• State of formation. Forming the entity in a state with strong public-record privacy protections (Wyoming, New Mexico, Delaware, Nevada) keeps the member's name off the Secretary of State entity search in the state of formation. The NYLTA does not change this, because it does not reach U.S.-formed LLCs.
• Wyoming parent, operating subsidiary per state of operation. The parent-subsidiary structure remains available and is unaffected by the NYLTA as currently scoped. The parent sits above the public-facing operating sub, and the beneficial owner's name stays off the county grantee search when the sub is the deed-holder.
• Land trusts as title-holders. In states where land trusts are recognized (Illinois, Florida, and others), a land trust can hold title with the LLC as beneficiary, adding a layer of distance between the natural person and the public record. Not a fit for every state. Consult counsel before structuring.
• Registered agent service with a non-personal business address. Keeping the natural person's home address off public filings reduces exposure to skip-tracers, opportunistic plaintiffs' attorneys, and mass data-scrapers that work off Secretary of State records.

None of these is a workaround for the NYLTA. They are not designed to evade a law that does not currently apply to U.S.-formed entities. They are the same entity-privacy tools that existed before January 1, 2026, and they continue to do what they were designed to do: keep the owner's name off public record, which is a different concern from what a state legislature may demand in a confidential filing.

9. The colonial parallel (and why it matters here)

Benjamin Franklin wrote, on November 11, 1755, in a Pennsylvania Assembly reply to Governor Robert Hunter Morris (see Founders Online at the National Archives): "Those who would give up essential Liberty, to purchase a little temporary Safety, deserve neither Liberty nor Safety." The context was not privacy. It was a fight between the colonial Assembly and the royal Governor over who held the taxing power during the French and Indian War. The Governor wanted the Assembly to cede a sliver of its taxing authority in exchange for wartime defense funding. The Assembly said no.

The line generalizes because the pattern is the same. In 2023, the New York Legislature passed an LLC transparency bill that would have published beneficial owner names in a publicly searchable database. In 2024, a chapter amendment narrowed that design to a confidential database. In 2025, a proposed expansion was vetoed. In 2026, the scope reaches only non-U.S. LLCs authorized to do business in New York.

That is the ratchet working in the other direction, which is unusual. More often, disclosure regimes widen with each revision: first the regulated financial institutions, then the large operating companies, then every entity above a threshold, then every entity. The NYLTA is an exception to the pattern, at least for now. A future administration or a future Legislature can re-expand the scope by statute. Until then, the current law is the current law.

Each concession is not a line item. It is a precedent. And each rollback, like the December 2025 veto, is not permanent. It is a pause. The practical posture for an LLC owner in 2026 is the same posture Franklin recommended to the Pennsylvania Assembly in 1755: watch the regime closely, and keep the records that prove you were compliant with the law as it actually read on the day you filed.

10. What to do this week

• Confirm your LLC's state of formation. A photograph of the Certificate of Formation, Certificate of Organization, or Articles of Organization in your records is worth more than a memory. If your entity is formed under the law of any of the 50 U.S. states or a U.S. territory, the NYLTA does not currently apply to it.
• Confirm your New York authorization status. If your LLC is registered to do business in New York, pull the authorization filing from the NYDOS public inquiry tool and keep a copy.
• If your LLC is non-U.S. formed and authorized in New York, decide: file a disclosure or file an attestation of exemption. The 23 exemption categories are defined in the federal CTA at 31 U.S.C. section 5336(a)(11)(B). An attorney familiar with the CTA exemption analysis can turn around a same-week opinion.
• Calendar the deadlines. December 31, 2026 for non-U.S. LLCs authorized before January 1, 2026. Thirty days after application for authority, for non-U.S. LLCs qualifying on or after January 1, 2026.
• Keep a dated audit trail. Save a copy of this article, the NYDOS guidance in force on the day you filed, and any attorney memo that informed your decision. Rules in this area are moving. Good files make good defenses.

11. Where we sit in April 2026

The New York LLC Transparency Act is in force. Its scope is narrower than the 2023 headlines suggested, thanks to the March 2024 chapter amendment and the December 2025 veto. The federal CTA is also narrower than its 2021 scope, thanks to the March 2025 interim final rule. For most U.S. founders, investors, and property owners, the practical compliance obligation in New York in 2026 is zero. For the non-U.S. LLC doing business in Manhattan, Brooklyn, or the Hamptons, the obligation is real and the deadline is defined.

Both of these regimes can change again. A future Governor may take a different view of the scope. A future Congress may revise the federal rule. The quiet posture is to know where you stand today and to keep the records that prove it.

Full disclosure: I write for State LLC Service.