New York LLC Transparency Act (NYLLCTA): Beneficial Ownership Reporting Requirements for 2026

Everything New York LLCs and Advisors Need to Know Ahead of the January 1, 2026 Effective Date

Overview: Does New York Have Its Own CTA-Style Reporting Requirement?

Yes. The New York LLC Transparency Act (NYLLCTA) becomes effective
January 1, 2026 and requires all New York LLCs and
foreign LLCs authorized to do business in the state to file either:

• A Beneficial Ownership Information (BOI) Report, or
• An Attestation of Exemption

These filings must be submitted to the New York Department of State (DOS).

Even though the federal Corporate Transparency Act (CTA) changed dramatically in 2025 and now
exempts most U.S.-formed entities from federal reporting, New York’s law is still moving forward
and creates a separate state-level reporting obligation.

FileForms will support New York BOI filings once the DOS publishes the official form and portal.

Key Takeaways (Quick Reference)

• Effective Date: January 1, 2026
• Applies To: NY-formed LLCs and all foreign LLCs doing business in New York
• Deadlines:
  • LLCs existing before 1/1/26 → file by January 1, 2027
  • LLCs formed/registered on or after 1/1/26 → 30 days to file
• Ongoing: Annual updates required for both reporting and exempt LLCs
• Penalties: $250 initial fine + up to $500/day for prolonged noncompliance
• FinCEN Identifiers are not allowed for New York filings
• Forms and portal: Not yet released by the DOS

1. Why the NYLLCTA Still Applies Even After Federal CTA Changes

In March 2025, FinCEN issued an Interim Final Rule (IFR) that removed most U.S.-created entities
from federal CTA reporting. As a result, many LLCs no longer needed to file BOI reports with FinCEN.

However, New York:

• Enacted its own state-level transparency law
• Did not repeal or delay the NYLLCTA
• Still requires BOI reporting beginning January 1, 2026

New York’s Decoupling Bill (SB S8432)

New York’s Legislature passed SB S8432 to:

• Decouple the NYLLCTA from the CTA and FinCEN rules
• Adopt independent definitions of “reporting company,” “exempt company,” and “beneficial owner”
• Preserve the reporting obligation even if federal rules change again

The bill is pending final enactment, but even once signed, filings with the New York DOS will still be required.

2. Who Must File Under the NYLLCTA?

Reporting Companies Include:

• Any LLC formed under New York law
• Any foreign LLC registered to do business in New York

This covers a broad range of entities, including:

• Active operating LLCs
• LLCs holding real estate or passive investments
• Portfolio or investment holding LLCs
• Professional LLCs (PLLCs)
• Shell or dormant LLCs that are still on the books

New York’s exemptions and definitions are narrower and are not identical to the federal CTA’s list of 23 exemptions.
Exact exemption criteria will be further clarified through DOS regulations and guidance.

3. Filing Deadlines: 2026–2027

A. Existing LLCs (formed or authorized before January 1, 2026)

LLCs formed or authorized to do business in New York before January 1, 2026 must file either
a BOI report or an attestation of exemption by January 1, 2027.

B. New LLCs (formed or authorized on or after January 1, 2026)

LLCs formed in New York or foreign LLCs registering to do business in New York on or after
January 1, 2026 must file within 30 days of:

• The date of formation (for New York domestic LLCs), or
• The date of registration (for foreign LLCs)

C. Ongoing Obligations

All LLCs—whether reporting or exempt—will have continuing obligations, including:

• Annual updates confirming previously filed information or exemptions
• Corrective filings whenever beneficial ownership or exemption status changes

4. What Information Must Be Reported? (BOI Requirements)

For each beneficial owner and company applicant, non-exempt reporting companies are expected to provide:

• Full legal name
• Date of birth
• Current business or residential street address
• Unique identifying number from a valid government-issued identification document (such as a driver’s license or passport)

FinCEN Identifiers Are Not Accepted

Unlike the federal CTA, the NYLLCTA does not permit the use of FinCEN Identifier numbers in lieu of full BOI.
Each individual’s information must be disclosed directly to the New York DOS.

5. Current Status of the DOS Form, Portal, and Database

As of November 2025:

• No official NY DOS BOI form has been released
• No electronic filing portal has been published
• The required database has not yet been established
• No detailed regulations, FAQs, or technical guidance have been issued

This means that while the effective date is approaching, filings cannot be submitted yet.
Entities must still prepare to comply once the DOS issues the forms and instructions.

FileForms is monitoring these developments daily and will notify clients as soon as the form and portal go live.

6. Penalties for Failing to File in New York

The NYLLCTA includes significant consequences for failing to file required reports or attestations on time.

Status Designations

• Past Due: Applied 30 days after a missed filing deadline
• Delinquent: Applied if noncompliance continues for 2 years

Financial Penalties

• $250 initial penalty for failure to file or late filing
• Up to $500 per day for ongoing noncompliance

Business and Legal Consequences

A Past Due or Delinquent status may negatively affect:

• Access to good standing certificates
• Banking and lending relationships
• Closing opinions and major transactions
• Licensing and permitting approvals
• Eligibility for state and municipal contracts

The New York Attorney General and the DOS may also take action to suspend, cancel, or dissolve LLCs that remain noncompliant for prolonged periods.

7. What LLCs, CPAs, Advisors, and Law Firms Should Do Now

While waiting for final DOS forms and regulations, companies and advisors should use this time to prepare:

• Identify all New York and foreign LLCs in your structure
• Determine who qualifies as a beneficial owner
• Analyze potential exemption eligibility
• Centralize and securely store ID and ownership data
• Review internal compliance processes and documentation workflows

Once the DOS form is released, early preparation will help ensure timely filing and avoid rushed, error-prone data collection.

8. How FileForms Supports New York BOI Filings

FileForms is building full support for New York’s BOI and exemption reporting, including:

• Centralized BOI data collection across all LLCs
• Automated 30-day and annual reminders
• White-label dashboards for CPAs, law firms, family offices, and other advisors managing client entities
• Multi-state compliance tracking, not just New York
• Secure workflow tools for high-volume filers and enterprise users

If your organization manages multiple LLCs or operates across multiple states, FileForms can help automate the entire NYLLCTA process and integrate it into your broader compliance strategy.

Conclusion

The New York LLC Transparency Act is one of the most impactful state-level compliance developments for 2026.
Despite major changes to the federal CTA, New York’s BOI reporting requirements remain in effect, with
deadlines starting January 1, 2026 and extending through January 1, 2027 for existing entities.

LLCs and their advisors should begin preparing now, even before the DOS releases its official forms and electronic filing portal.
Early planning helps avoid penalties, status issues, and disruptions to financing, transactions, and operations.

FileForms will notify clients immediately once New York opens BOI reporting and will provide full automation support for all NYLLCTA filings.