New York LLC Transparency Act: who still has to file in 2026

By Solomon Wiesen, editor. Updated October 2026. Editorial standards | How this site is funded

If your LLC was formed in New York or in any other US state, you owe no beneficial ownership filing to New York and none to FinCEN. The New York LLC Transparency Act took effect on January 1, 2026, but the Department of State applies it only to LLCs formed under the law of a foreign country and authorized to do business in New York.

That is a much smaller group than the Legislature had in mind when it passed the law in 2023. The federal side of the story is on the main beneficial ownership page; this page is about Albany.

Why US-formed LLCs dropped out

The Act sits in sections 1106 to 1108 of the Limited Liability Company Law, and it borrows its definitions from the federal Corporate Transparency Act. Under section 1106, a “reporting company” is whatever 31 U.S.C. 5336 says it is, narrowed to LLCs. When FinCEN’s March 2025 interim final rule exempted every company created in the United States, New York’s definition shrank with it. FinCEN made the exemption permanent in a final rule effective August 14, 2026.

The Legislature tried to cut that tie. Senate Bill S8432 passed both houses in June 2025 and would have rewritten the definitions so that LLCs formed in New York stayed covered. Governor Hochul vetoed it on December 19, 2025 (veto memo 164). As of October 2026 section 1106 still points to the federal definition, and the Department’s FAQ says domestic LLCs and LLCs formed in another state or US territory are “exempt from reporting requirements”. They file no disclosure and no attestation.

Who still has to file, and what

The filer is an LLC organized outside the United States that has an application for authority on file in New York. It makes one of two filings with the Department of State.

The first is a beneficial ownership disclosure. A beneficial owner is an individual who owns 25% or more of the company or exercises substantial control over it. For each one, and for the applicant who filed the application for authority, section 1107 asks for full legal name, date of birth, current home or business street address, and the number from an unexpired passport, state driver’s license or other government ID. Owners who are US persons are left off, following the federal rule.

The second is an attestation of exemption. A foreign LLC that fits one of the 23 exemption categories (banks, registered broker-dealers, insurance companies and “large operating companies” are on the list) files the attestation instead, under penalty of perjury, naming the exemption and the facts behind it.

The fee is $25 per filing, nonrefundable. Filing is electronic only; the Department will not take these by mail or fax, so follow its current filing instructions for how to submit.

Deadlines

A foreign LLC that was authorized in New York before January 1, 2026 has until December 31, 2026 to make its first filing. One whose application for authority is filed on or after January 1, 2026 has 30 days from the date of that application.

After that, section 1107(g) requires a statement every year that confirms or updates the owners, the address of the principal executive office and any exempt status. The Department’s guidance does not yet give a calendar date for the annual statement.

Penalties

Section 1108 works in stages. A filing more than 30 days late puts the LLC on the Department’s records as “past due”, and the Attorney General can assess up to $500 for each day it stays that way. After two years the status becomes “delinquent”, and the Attorney General can sue to have the LLC’s authority to do business in New York annulled. Clearing either status takes the missing filing, a $250 fine and payment of whatever daily fines were assessed.

Separately, the Department can suspend an LLC that ignores a notice for 30 days. A suspended company can’t do business in New York until it files. Knowingly submitting false ownership information is unlawful, with a 90-day window to correct an honest mistake.

Who can see the filing

Section 1107(f) keeps owner information in a secure database and out of public view, and the Department treats it as exempt from the Freedom of Information Law. It can be released with the owner’s written consent, under a court order, to government agencies that need it for official duties, or for law enforcement. The one public trace is status: “past due” or “delinquent” shows up on the state’s business entity database.

Mail that says you owe a report

FinCEN’s fraud alert names the tells: letters citing a “Form 4022” or “Form 5102”, or sent by a “US Business Regulations Dept.”, are fake, and FinCEN charges nothing to file. The same logic covers New York. The state’s fee is $25 and a US-formed LLC owes nothing at all, so a letter asking one to pay for a New York beneficial ownership report is selling a filing that doesn’t exist.

What a New York LLC does still owe the state is smaller and duller: a $9 biennial statement to the Department of State and the annual filing fee on Form IT-204-LL. Both are on the startup tax calendar.

Where to go next

General information, not legal or financial advice. Lender terms change; confirm them with the lender before you apply.