Guides / New York
New York's LLC Transparency Act: Who Has to File by December 31, 2026
New York's beneficial ownership law for LLCs took effect on January 1, 2026, with a first deadline at the end of this year. Many pages from 2024 and 2025 say every LLC formed or registered in New York must file. As of October 2026 the Department of State describes a far narrower group: LLCs formed in a foreign country.
The short version, as of October 2026
- Who the Department of State says is covered. Its Beneficial Owner Disclosure page applies the requirement to non-exempt LLCs "that were formed under the law of a foreign country and which are authorized to do business in New York."
- What it says about U.S.-formed LLCs. The Department's FAQ (Q4) says domestic LLCs and LLCs "formed in another state or U.S. territory" and authorized in New York "are exempt from reporting requirements." That is a general statement, not a ruling on any one company.
- Deadlines. Within thirty days of filing an application for authority. LLCs authorized in New York before January 1, 2026 have until December 31, 2026 (FAQ Q12). After that, one filing every year (Q13).
- Fee. $25, non-refundable, "for each beneficial ownership statement and attestation of exemption" (FAQ Q16).
- Not tracked by EntiGuard. This is a different filing from New York's Biennial Statement, and from the federal BOI report. EntiGuard tracks neither beneficial ownership filing and files nothing.
Why older pages say every New York LLC must file
The New York statute does not list who is covered. Section 1106 of the Limited Liability Company Law gives "reporting company" "the same meaning as defined in 31 U.S.C. § 5336(a)(11), as amended, and any regulations promulgated thereunder," limited to LLCs "formed or authorized to do business in New York state." That is the federal Corporate Transparency Act's definition. When New York passed the law (chapter 772 of 2023, amended by chapter 102 of 2024), the federal rule applying that definition covered U.S.-formed companies as well as foreign ones, and guides from that period say so.
Then the federal regulations changed. FinCEN's interim rule of March 26, 2025 took U.S.-formed entities out of the definition, and the final rule published on August 14, 2026 adopted that change "as final and with certain limited changes." The regulation now in force covers an entity formed "under the law of a foreign country" and registered to do business in a State or tribal jurisdiction.
New York's legislature passed a bill to cut the link: Senate Bill S8432 would have defined a reporting company, with its own exclusions, as an LLC created by a filing with the New York Secretary of State or authorized to do business in the state. The Senate's page shows it was vetoed on December 19, 2025. The borrowed definition therefore still applies, and the Department's FAQ (Q3) follows it: a reporting company is an LLC "that was formed outside of the United States and is authorized to do business in New York State, and which is not an exempt company."
A caveat. The FAQ says it reflects the law "in effect on December 23, 2025." Since then the federal final rule kept U.S. companies out of the definition, and § 1106 on the Senate's site (revision dated September 4, 2026) still borrows the federal definition. Our reading is that neither changes the Department's answer, which its pages still gave on October 6, 2026. That is a reading of several sources, not a sentence on one official page, and a change at either level could change who is covered.
What a covered LLC files
- A beneficial ownership disclosure. It names each individual who exercises "substantial control" over the LLC or owns 25% or more of it, with date of birth, a home or business street address, and a number from an unexpired passport, driver's license or government ID (Department of State).
- Or an attestation of exemption. A foreign-country LLC that meets one of the 23 exemptions taken from federal law (banks, tax-exempt entities and large operating companies among them) files an attestation instead, initially and then every year (FAQ Q5).
- U.S. owners. The FAQ (Q7) says reporting companies "are not required to include beneficial ownership information for owners that are U.S. persons." It does not say that a foreign-country LLC with only U.S. owners is excused from filing.
- Confidentiality. The FAQ (Q15) says the information "is exempt from disclosure under the Freedom of Information Law."
Two practical details. As of October 6, 2026 the Department's page says a submission portal is coming and offers PDF forms to send by email ("please do not submit through mail or fax"). And its documents differ by a day: the FAQ and chapter 4 of the compliance guide (PDF) say December 31, 2026, while the guide's introduction says December 30. We found no calendar date for the annual filing.
What a missed filing leads to
For companies that are required to file, the FAQ (Q21, Q22) and § 1108 set out this sequence.
- Past due, then delinquent. After more than 30 days the company is shown as "past due" in the Department's records and public database; after more than two years, as "delinquent."
- Fines. The Attorney General "may assess a fine of up to $500 for each day" the company has been past due or delinquent, and may bring an action to dissolve or cancel a delinquent entity. Clearing either status takes the current filing, a $250 fine paid to the Department, and payment of any fine the Attorney General assessed.
- Suspension. The Department sends a notice. If nothing is filed within 30 days of it, the status becomes "suspended," and the entity may not conduct business in New York until it files and pays.
The statute also limits what a suspension does: under § 1108(g) it "shall not limit or impair the validity of any contract or act" of the company, and it does not make a member, manager or agent liable for the LLC's obligations.
Three filings that get confused
| Filing | Who files, per the official source | When | Fee | Official source |
|---|---|---|---|---|
| New York Biennial Statement | Domestic and foreign LLCs | Every two years, in the calendar month the Articles of Organization or Application for Authority was filed | $9 | NY Department of State |
| New York beneficial ownership disclosure or attestation of exemption (LLC Transparency Act) | LLCs formed under the law of a foreign country and authorized to do business in New York | Within 30 days of the application for authority, or by December 31, 2026 if authorized before January 1, 2026; then annually | $25 per filing | NY Department of State FAQ |
| Federal BOI report (Corporate Transparency Act) | Entities formed under the law of a foreign country and registered to do business in a U.S. State or tribal jurisdiction | Within 30 calendar days of notice that the entity has been registered to do business | No fee to file directly with FinCEN | FinCEN; 31 CFR 1010.380 |
All three rows are as of October 2026. On the federal report, FinCEN's page states: "U.S. companies are exempt from the Beneficial Ownership Information (BOI) reporting requirements and therefore, are no longer required to file BOI reports."
If you own several LLCs
- Sort the portfolio by where each LLC was formed. The Department's compliance guide starts from one question: under which law was the company created? An LLC formed abroad and authorized in New York is the one to take to an attorney first. Each is its own filing and its own $25 fee, every year.
- The Biennial Statement does not go away. The Department says "Domestic and foreign limited liability companies (LLCs) are required" to file one every two years, whatever the answer on beneficial ownership. Our deadlines-by-state reference and foreign LLC guide cover how its date is set.
- Check any letter that asks for money. FinCEN's page warns about fraudulent solicitations and says: "There is NO fee to file BOI directly with FinCEN." It also says FinCEN has no "Form 4022" or "Form 5102." New York's $25 fee is paid to the Department of State with the filing itself.
- Look again once a year. New York's definition moves with the federal one, and both have changed since 2023. Put a yearly check of the Department's page next to your other dates.
What EntiGuard does here, and what it doesn't
The tracker has one date rule per state, in the states it supports. For New York that rule is the Biennial Statement: every second year, by the end of the month the LLC was formed (or, for an out-of-state LLC, authorized in New York), which is why it asks for the year as well as the month. Once you confirm your email, a reminder goes out 30, 14 and 3 days before each date. EntiGuard does not track New York's beneficial ownership disclosure or attestation of exemption, does not track the federal BOI report, cannot tell you whether an LLC is a reporting company, and does not file anything. The free plan tracks 1 entity with email reminders, no signup; the founding plan ($19/month for the first 100 members) tracks up to 15, all with reminders.
Try the tracker