In December 2023, New York enacted the New York Limited Liability Company Transparency Act (as amended in March 2024) (NY LLCTA), creating New York–specific standards for reporting the beneficial ownership of certain limited liability companies (LLCs) formed or registered to do business in the state. The NY LLCTA incorporates definitions from the federal Corporate Transparency Act (CTA) for compliance guidance.
Because enforcement of the CTA is suspended and its long-term viability remains uncertain, New York moved to mitigate that uncertainty. In June 2025, the state introduced S8432 to amend the NY LLCTA and separate its key definitions from those of the suspended CTA, ensuring that New York’s reporting framework can operate while federal enforcement is unresolved. The proposed amendments have been passed by the New York State Senate and Assembly but have not yet been signed into law by Governor Kathy Hochul.
The NY LLCTA is scheduled to take effect on January 1, 2026 and will result in significant changes in reporting requirements for LLCs operating in New York.
Key Takeaways
- Beginning January 1, 2026, all non‑excluded reporting companies must file comprehensive beneficial ownership data (e.g., name, date of birth, address) and annual updates by the compliance deadline. Exempt companies must file initial and annual exemption attestations, while filing requirements of excluded companies remain unclear.
- The NY LLCTA’s requirements follow definitions from the CTA, which is currently suspended. The proposed amendments would clarify the NY LLCTA’s definitions during the CTA’s suspension and differ slightly from those in the CTA.
- LLCs subject to the NY LLCTA face steep penalties for missing filings, including daily fines of up to $500, loss of good standing, and disqualification from the New York pass-through entity tax (PTET) deduction. However, the requirements remain uncertain because the proposed amendments have not yet been signed into law and the New York Department of State has not released filing guidance. LLCs should monitor the status of the proposed amendments and forthcoming guidance.
Which Entities Are Required to File
The NY LLCTA requires all non-excluded reporting companies to file identifying information for their beneficial owners, and all exempt companies to file an attestation of exemption with the New York Department of State by the compliance deadline. The NY LLCTA is silent on whether excluded companies are required to file an attestation of exemption.
Reporting companies
A “reporting company” is defined in the proposed amendments as an LLC formed in New York or authorized to do business in New York, other than excluded companies and exempt companies.
Excluded companies
“Excluded companies,” as set forth in the proposed amendments, include:
- Publicly traded companies.
- Banks, credit unions, and registered broker-dealers.
- Accounting firms.
- Tax-exempt nonprofits.
- Insurance companies.
- Public utilities.
- Investment advisers.
- Pooled investment vehicles.
- Large operating companies that meet all of the following: 20+ full-time employees, more than $5 million in revenue, and a physical office in New York.
- Inactive entities meeting strict inactivity criteria.
Exempt companies
The proposed amendments define an “exempt company” as an LLC not otherwise defined as a reporting company that meets one or more of the following conditions:
- The beneficial owner is an individual under the age of 18.
- The individual is acting as a nominee, intermediary, custodian, or agent on behalf of another individual.
- The individual is acting solely as an employee of the LLC, and any control or economic benefit is derived solely from that employment status.
- The individual’s only interest in the LLC is through a right of inheritance.
- The individual is a creditor of the LLC unless the creditor is under the age of 18.
Filing Requirements
Each reporting company must initially file identifying information regarding its beneficial owners (e.g., name, date of birth, address), followed by annual updates confirming or updating beneficial ownership information and the company’s office address. Each exempt company, and potentially each excluded company, must file an initial attestation of exemption and thereafter file annual attestations confirming its exemption.
The proposed amendments define a “beneficial owner” as any entity or individual who either exercises substantial control over the LLC or owns or controls 25% or more of the LLC’s ownership interest. The proposed amendments do not define “substantial control” or “ownership interest,” leaving a noteworthy gap in the definition of a beneficial owner until further guidance or regulations are issued.
Compliance Deadlines
The NY LLCTA is scheduled to take effect on January 1, 2026. For entities formed before January 1, 2026, the compliance deadline is December 31, 2026. For entities formed on or after January 1, 2026, the compliance deadline is 30 days after formation.
To date, New York has not released guidance on how to make beneficial ownership or attestation of exemption filings, and no online filing database has been established.
Legislative Status of the Proposed Amendments
The New York State Senate and Assembly passed the proposed amendments in the last legislative session of 2025. However, Governor Hochul has not yet signed them into law. Until the proposed amendments are enacted, the NY LLCTA—without those amendments—will remain in effect, with key definitions still tied to the CTA. Given the CTA’s current suspension and the absence of guidance from the New York Department of State, key reporting requirements of the NY LLCTA remain unclear.
Privacy Considerations and Penalties of Noncompliance
All personal or identifying information submitted to the New York Department of State under the NY LLCTA, other than the full legal name and addresses of beneficial owners, will be deemed confidential for law enforcement purposes or as otherwise required to be disclosed pursuant to a court order. The NY LLCTA also directs the New York secretary of state to establish procedures to allow beneficial owners who cite significant privacy interests to apply for a waiver to withhold the name and/or business address of a beneficial owner from the database. Significant privacy concerns include situations where a beneficial owner participates in an address confidentiality program or is a member of an LLC acting as a relator in a qui tam action.
Failing to meet the NY LLCTA’s reporting obligations can have significant consequences. Penalties may include public disclosure of noncompliance, monetary penalties of up to $500 per day if filings are more than 30 days late, loss of good standing in New York, and ineligibility for the PTET deduction.
Recommended Actions
Because the proposed amendments have not been signed by Governor Hochul and New York has yet to release filing guidance or establish an online filing database, significant uncertainty remains . Investment fund clients should continue to monitor the status of the proposed amendments as well as any forthcoming guidance from New York on the filing process, given the broad applicability of the NY LLCTA and the potential penalties of noncompliance. Alston & Bird will continue to monitor the status of the NY LLCTA and its impact on investment fund clients.
If you have any questions, or would like additional information, please contact one of the attorneys on our Investment Funds team.
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