New York LLC Transparency Act: What Small Firms Must File With FinCEN vs. the State
New York's LLC Transparency Act (LLCTA), signed into law in December 2023 and effective January 1, 2026, imposes beneficial ownership disclosure requirements specifically on New York LLCs and foreign LLCs registered in New York State. The law was modeled in part on the federal Corporate Transparency Act (CTA), which took effect in January 2024 under the Financial Crimes Enforcement Network (FinCEN). However, the two regimes differ in important ways — most significantly in who receives the disclosure, what information is required, and what exemptions apply.
Under the CTA, covered companies must report beneficial ownership information (BOI) to FinCEN, a bureau of the U.S. Treasury Department. FinCEN reports are filed through a secure federal database, are not publicly accessible (they are available to law enforcement and certain financial institutions under defined circumstances), and use a specific definitional framework for "beneficial owner" (any individual who owns or controls 25% or more of the company, or who exercises substantial control). The CTA has faced significant litigation challenging its constitutionality, and as of mid-2026, enforcement has been intermittently stayed pending resolution of appeals in the Eleventh Circuit — practitioners should verify current enforcement status before advising clients on CTA timelines.
The New York LLCTA requires disclosure to the New York Department of State — a public agency, unlike FinCEN — and the beneficial ownership information filed with the state will be publicly accessible through the state's business entity database. This is a fundamental difference from the federal CTA, which was specifically designed to shield BOI from public view. For New York LLCs, this means that the LLCTA will make ownership information publicly searchable in a way that no prior New York business entity requirement demanded.
The LLCTA's disclosure requirements apply to all New York domestic LLCs and foreign LLCs registered in New York, with exemptions modeled loosely on (but not identical to) the CTA's 23 exemptions. Both regimes exempt large operating companies (20 or more employees, more than $5 million in annual revenue, physical presence in the U.S.), publicly traded companies, and certain regulated entities such as banks, insurance companies, and investment advisers. However, the LLCTA does not precisely mirror every CTA exemption, and entities that qualify for a CTA exemption should not assume they also qualify for the LLCTA exemption without separate analysis.
For small professional firms organized as LLCs in New York — law firms, accounting practices, medical practices, consulting firms — the LLCTA will require annual disclosure of the LLC's members or managers with ownership interests, their names, dates of birth, business addresses, and an identification number (driver's license, passport, or other government ID). Unlike the CTA, which requires a one-time report updated only upon ownership changes, the LLCTA requires annual renewal of the disclosure through the New York biennial statement process.
Attorneys advising New York LLCs should identify which regime applies to each client entity, separately confirm CTA and LLCTA exemption eligibility, and calendar the LLCTA's initial compliance deadline — January 1, 2026 for existing entities, at formation for new entities created after that date. Failure to file under the LLCTA exposes the LLC to administrative dissolution and reinstatement fees, a more immediate and operationally disruptive consequence than CTA civil penalties for many small firms.