In 2023, New York enacted the New York LLC Transparency Act (NYLTA), requiring limited liability companies (LLCs) formed or registered in New York to disclose beneficial ownership information (BOI) or file an exemption. The NYLTA effective date was ultimately deferred until January 1, 2026.
However, New York recently issued guidance removing the reporting requirement for LLCs formed in New York. Now only LLCs doing business in New York that were formed in a foreign country must report BOI. Below highlights the changes and new requirements.
LLCs authorized to do business in New York but formed under the law of a foreign country must annually file a BOI disclosure statement. If a foreign authorized LLC meets the requirements under the federal Corporate Transparency Act (CTA) to be considered exempt from BOI reporting, it still must file an attestation of exemption with the New York Department of State. This attestation is filed initially and annually; if the LLC loses its exemption, then the entity must file a full BOI reporting statement.
Note: LLCs formed in New York or another state or U.S. territory, including Puerto Rico, authorized to do business in the state of New York no longer are required to report BOI.
A beneficial owner is any individual who, directly or indirectly, either exercises substantial control over the LLC, or owns or controls at least 25% of its ownership interests.
A reporting company may designate an individual to submit its BOI filing, including an employee, owner or external service provider. The individual completing the filing must provide their own basic contact details, such as name and email address. By submitting the report, the filer certifies on behalf of the reporting company the information provided is accurate, complete and true.
The following information must be disclosed about an LLC’s beneficial owners:
| Date Authorized to do Business in New York | New York BOI & Exemption Statement Due Dates |
|---|---|
| On or before January 1, 2026 | December 31, 2026 |
| On or after January 1, 2026 | Within 30 days of authorization |
Additionally, after the initial New York reporting, foreign authorized LLCs must annually file a BOI statement or exemption to confirm prior information and disclose any changes that occurred during the year.
| Failure to File a New York BOI Statement or Statement of Exemption | Consequence(s) |
|---|---|
| For a period exceeding 30 days | Past due status reflected on the New York Department of State’s public records until an up-to-date BOI statement is filed. |
| For a period exceeding two years | Notice of delinquency will be issued to LLC. The attorney general may assess a fine of up to $500 for each day the reporting company has been past due or delinquent and may bring an action to dissolve or cancel an entity that is delinquent in filing. |
| Within 30 days of the Notice of Suspension | “Suspended” status will be reflected on New York Department of State’s records. To remove the suspension, an up-to-date BOI statement and a penalty payment of $250 must be remitted. |
While New York did not completely remove their BOI reporting requirements, as a result of the state’s recent changes significantly fewer LLCs will need to report.
Find more information on beneficial owner disclosures on the New York State Department of State’s website.
Contact Karen Raghanti or a member of your service team to discuss this topic further.
In this blog Cohen & Co is not rendering legal, accounting, investment, tax or other professional advice. Rather, the information contained in this blog is for general informational purposes only. Any decisions or actions based on the general information contained in this blog should be made or taken only after a detailed review of the specific facts, circumstances and current law with your professional advisers.