Update to New York LLC Transparency Act (NYLTA)

The New York LLC Transparency Act (NYLTA) has been amended to apply only to limited liability companies (LLCs) that were formed outside of the United States but are registered to do business in the state of New York. The law was initially much broader in scope, but as amended it is now consistent with the federal Corporate Transparency Act. Reporting LLCs will still be required to electronically file beneficial ownership information with the New York Department of State (NY DOS). Some entities may also qualify for a filing exemption.

Is my LLC still required to comply with the NYLTA?

• If your LLC was formed outside of the US and is registered to do business or is seeking to do business in New York: YES
• If your LLC was formed within the US and is registered to do business or is seeking to do business in New York: NO 
   

What are the filing deadlines?

• Foreign-formed LLCs formed prior to January 1, 2026 will have a filing deadline of January 1, 2027.
• Foreign-formed LLCs formed after January 1, 2026 will have 30 days from the date of qualification to do business in New York to comply with reporting requirements.
• Foreign-formed LLCs will also be asked to file annual updates to confirm or amend beneficial ownership information. 
   

What is a “beneficial owner”?

• An individual who owns 25% or more of the ownership interests of the LLC.

OR

• An individual who exercises substantial control over the company (e.g., an executive or manager). 
   

What information will beneficial owners be required to disclose?

• Full legal name
• Date of birth
• Residential or business address
• Valid ID number (e.g., passport, driver’s license) 
   

What exemptions exist for LLCs?

• NYLTA exemptions will cover, among others:
  • banks, credit unions, and insurance companies;
  • SEC-registered entities;
  • large operating companies with more than 20 full-time employees, over $5 million in annual revenue, and a physical US office;
  • 510(c) organizations, political organizations, and charitable trusts.
• Most small businesses and real estate LLCs will generally not qualify for exemptions. 
   

What are the penalties for non-compliance?

• Fines up to $500 per day
• Suspension or dissolution 
   

All information filed under the NYLTA will be maintained by the NY DOS in a secure database and will not be publicly available.

If you have any questions regarding filing or the NYLTA more generally, please reach out to your contact at Mintz or Megha Nelivigi at [email protected].

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