Your Guide to The New York LLC Transparency act
It’s been years in the making, but the New York Limited Liability Company Transparency Act (NYLLCTA) is now in affect for certain foreign LLCs in the state of New York. As of January 1, 2026, the NYLLCTA requires some foreign LLCs to report ownership information. In order to meet this requirement, your New York foreign LLC must file a Beneficial Ownership Disclosure (BOD) report with the New York Department of State (NYDOS).
Our guide below answers all of your questions about the New York LLC Transparency Act:
What is the New York LLC Transparency Act?
The purpose of the New York LLC Transparency Act is to limit anonymous ownership of internationally-formed foreign LLCs and prevent money laundering and other financial crimes in the state of New York.
Modeled after the Corporate Transparency Act, the NYLLCTA adds a new filing requirement to some foreign LLCs. The law requires filing a BOD report with the state that discloses information about a company’s beneficial owners and company applicants.
While this form requires personal information, it is not a part of public record. Your report will be filed into a private registry maintained by the New York Department of State and will not be made available to the public.
Is my business affected by New York LLC Transparency Act?
While this may change, currently the only businesses required to submit a BOD report to the New York Department of State are international LLCs registered to do business in the state. There are some exemptions, but generally speaking if your LLC was formed outside of the U.S. and is registered to do business in New York, you will need to submit a BOD report.
What is a Beneficial Ownership Disclosure (BOD) Report?
A New York Beneficial Ownership Disclosure (BOD) report is filed with the state and includes information about the foreign LLC (aka the “Reporting Company”), as well as personal information about it’s beneficial owners and decision makers. This report requires the same information as the Corporate Transparency Act’s Beneficial Ownership Information (BOI) report. Both use the same terms:
Reporting Company: The reporting company is your internationally-formed foreign LLC that’s registered to do business in New York.
Company Applicant: A company applicant is the individual (or individuals, if applicable) who submitted your business’s original formation documents. If you are the person filed those documents, then you are likely a Company Applicant. Even if you hired another person, like an attorney, to submit your paperwork, you may still be responsible for directing the company registration, meaning that both you and the attorney could be considered company applicants.
Beneficial Owner: This is anyone who is not a U.S. citizen who either owns 25% of the LLC or makes substantial business decisions. (U.S. citizens do not need to be included as Beneficial Owners on your BOD report.)
Exempt Company: Some foreign LLCs may qualify for exemption from the NYLTA and will not need to submit beneficial owners information; however, you must still file the report and detail your claimed exemption.
Beneficial Ownership Disclosure Report Requirements
The information included on your BOD report is meant to give the New York Department of State a way to keep track of who runs the foreign LLC, who is benefiting from the company, and where the owners and the company are located.
The New York Department of State is interested in personal information that can be used to legally identify beneficial owners. Company applicants and beneficial owners are required to submit the following:
- Full legal name
- Date of birth
- Residential or business addresses
- Personal identification document number from valid identification: state-issued driver’s license, state ID, U.S. passport, or international passport
You will also need to include information about your business. Make sure you include the following on your report:
- Legal name
- Any DBAs/trade names
- Street addresses
- Formation jurisdiction
- Taxpayer Identification number, SSN, or EIN
When is my BOD report due?
Your BOD report due date depends on when you registered your internationally-formed foreign LLC.
Foreign LLCs formed before January 1, 2026: Your initial BOD report is due December 31, 2026.
Foreign LLCs formed January 1, 2026 or later: You will file your BOD report within 30 days of filing your registration paperwork with NYDOS.
What businesses are exempt from filing a Beneficial Ownership Disclosure Report?
Some businesses are not required to file a full BOD report because they are not deemed at risk; however, these businesses must still file a report detailing their exemption. This is usually because they are already closely regulated by other government offices and have to comply with existing reporting requirements. Some exempt entities may include:
- U.S. originated businesses
- International businesses owned entirely by U.S. citizens
- Tax-exempt entities
- Large operating companies
- Some inactive businesses
And because the New York LLC Transparency Act was modeled after the federal Corporate Transparency Act, it also may include the same 23 types of reporting exemptions. Not sure if you qualify for exemption? Check with a business law attorney to confirm.
It is important to keep in mind that although exempt companies are not required to file a BOI report with the Financial Crimes Enforcement Network (also known as FinCEN), the state of New York still requires exempt companies to file a report claiming their exemption. It will then need to be reaffirmed every year.
Are any Beneficial Owners exempt from reporting?
Some beneficial owners are exempt from having to submit their personal information to the New York Department of State. Exemptions include:
- Any U.S. citizen or permanent residential
- A minor child (if parent or guardian information is reported)
- A nominee, intermediary, custodian, or agent acting on behalf of another individual
- An employee of a reporting company in specified circumstances
- Anyone who has a future interest in the company through a right of inheritance
- A creditor of a reporting company
When determining whether or not you’re exempt, you’ll want to make sure to check in with a business law attorney to confirm.
How to File your Beneficial Ownership Disclosure Report
In order to meet the state’s requirements and file your BOD report correctly, you will need to do the following
- Gather Reporting Company Information: You will need your company’s legal entity name, all trade names and DBAs, business address, jurisdiction of formation, and tax identification number.
- Gather Company Applicant and Beneficial Owner Information: Each company applicant and beneficial owner who is not a U.S. citizen will need to provide their legal name, date of birth, residential address, and an identification number from an approved form of identification. (See above.) [Jumplink to specifics in “BOD Report Requirements section above.]
- File your Beneficial Ownership Disclosure Report: You will be able to file your report online through the New York Department of State’s website.
- Complete your Annual BOD reporting: You are required to file an update to your BOD report every year.
New York LLC Transparency Act FAQ
Yes. A beneficial owner is someone who owns at least 25% of the company or someone who exercises significant control over the business. A company can have, and usually does have, more than one beneficial owner.
U.S. citizens who are beneficial owners of an internationally-formed foreign LLC do not have to be included on your BOD report. However, all beneficial owners who are non-U.S. citizens must be included.
You will submit your BOD report to the New York Department of State, who will then store it in a secure database that is not available to the public. Only those authorized by law will be able to request access to your report.
Essentially, your report is limited to federal law enforcement agencies, law enforcement with a court order, federal agencies on behalf of a foreign country with an international agreement, and financial institutions with authorization from the foreign LLC.
The new state statute, NY LLC § 215, will go into effect starting January 1, 2026.
If you registered your foreign LLC before January 1, you have until December 31, 2026 to submit your BOD report.
Foreign LLCs that fail to submit their beneficial owner information to the New York Department of State are marked as delinquent by the state. As a delinquent entity, your foreign LLC will be unable to file annual reports and other important state filings and will lose its liability in the state.
In order to remove your foreign LLC’s delinquent status, you will need submit a completed Beneficial Ownership Disclosure Report and pay fines up to $500 a day for noncompliance.