CTA Update: Recent Changes to New York State LLC Transparency Law
On March 1, 2024, New York Governor Kathy Hochul signed Senate Bill 8059, repealing and replacing the original version of The New York LLC Transparency Act (“NY LLC Act”) established by Senate Bill 995-B. Now, Senate Bill 8432 seeks to insulate the NY LLC Act from changes to the federal Corporate Transparency Act (“CTA”) by establishing independent definitions and exemptions. Senate Bill 8432 passed the New York Senate and Assembly in June 2025 and awaits approval by Governor Hochul. As of now, the NY LLC Act is still set to take effect on January 1, 2026.
The proposed changes to the NY LLC Act are in response to the recent changes to the CTA pursuant to the Financial Crimes Enforcement Network’s interim final rule issued on March 26, 2025. FinCEN’s final rule narrowed the scope of beneficial ownership information reporting requirements by, among other things, removing companies formed in the U.S. from the definition of a “Reporting Company.” As a result, companies formed in the U.S. are now exempt from CTA reporting requirements, limiting the definition of “Reporting Company” to entities formed under the law of a foreign country that have registered to do business in any U.S. State or tribal jurisdiction.
The NY LLC Act requires most LLCs formed in New York or authorized to do business in New York to report information about their beneficial owners to the New York Department of State (“NYDOS”). While some LLCs will qualify for an exemption (e.g., banks, publicly traded companies), those companies must still file with the NYDOS an attestation of exemption, signed under penalty of perjury.
LLCs formed or registered in New York before January 1, 2026, must file their initial report the NYDOS by December 31, 2026. LLCs formed or registered in New York on or after January 1, 2026, must file their report within 30 days of filing their articles of organization (for domestic LLCs) or application for authority (for LLCs formed in different states) with the NYDOS. The same deadlines apply to exempt LLCs filing an attestation of exemption. If signed into law, companies subject to the NY LLC Act will be required to annually confirm the information submitted to NY DOS remains accurate for both reporting companies and companies claiming an exemption.
Penalties for non-compliance with the NY LLC Act reporting requirements include delinquent status of registration with the NY DOS, fines, suspensions, and potential dissolution/cancellation of the LLC.
LLCs formed or registered to do business in New York should begin preparing internally for these reporting requirements to take effect.
News from Scopelitis is intended as a report to our clients and friends on developments affecting the transportation industry. The published material does not constitute an exhaustive legal study and should not be regarded or relied upon as individual legal advice or opinion.
CTA Update: Recent Changes to New York State LLC Transparency Law
On March 1, 2024, New York Governor Kathy Hochul signed Senate Bill 8059, repealing and replacing the original version of The New York LLC Transparency Act (“NY LLC Act”) established by Senate Bill 995-B. Now, Senate Bill 8432 seeks to insulate the NY LLC Act from changes to the federal Corporate Transparency Act (“CTA”) by establishing independent definitions and exemptions. Senate Bill 8432 passed the New York Senate and Assembly in June 2025 and awaits approval by Governor Hochul. As of now, the NY LLC Act is still set to take effect on January 1, 2026.
The proposed changes to the NY LLC Act are in response to the recent changes to the CTA pursuant to the Financial Crimes Enforcement Network’s interim final rule issued on March 26, 2025. FinCEN’s final rule narrowed the scope of beneficial ownership information reporting requirements by, among other things, removing companies formed in the U.S. from the definition of a “Reporting Company.” As a result, companies formed in the U.S. are now exempt from CTA reporting requirements, limiting the definition of “Reporting Company” to entities formed under the law of a foreign country that have registered to do business in any U.S. State or tribal jurisdiction.
The NY LLC Act requires most LLCs formed in New York or authorized to do business in New York to report information about their beneficial owners to the New York Department of State (“NYDOS”). While some LLCs will qualify for an exemption (e.g., banks, publicly traded companies), those companies must still file with the NYDOS an attestation of exemption, signed under penalty of perjury.
LLCs formed or registered in New York before January 1, 2026, must file their initial report the NYDOS by December 31, 2026. LLCs formed or registered in New York on or after January 1, 2026, must file their report within 30 days of filing their articles of organization (for domestic LLCs) or application for authority (for LLCs formed in different states) with the NYDOS. The same deadlines apply to exempt LLCs filing an attestation of exemption. If signed into law, companies subject to the NY LLC Act will be required to annually confirm the information submitted to NY DOS remains accurate for both reporting companies and companies claiming an exemption.
Penalties for non-compliance with the NY LLC Act reporting requirements include delinquent status of registration with the NY DOS, fines, suspensions, and potential dissolution/cancellation of the LLC.
LLCs formed or registered to do business in New York should begin preparing internally for these reporting requirements to take effect.
News from Scopelitis is intended as a report to our clients and friends on developments affecting the transportation industry. The published material does not constitute an exhaustive legal study and should not be regarded or relied upon as individual legal advice or opinion.