If your LLC was formed in New York, or in any other U.S. state or territory, the New York LLC Transparency Act currently requires you to file nothing: the Department of State's published guidance treats every U.S.-formed LLC as outside the law's reporting requirements, with no beneficial ownership report and no attestation of exemption due. If instead your LLC was formed under the law of a foreign country and holds a New York certificate of authority, you must file one of two things with the Department of State by December 31, 2026: a beneficial ownership information (BOI) disclosure identifying your non-U.S. beneficial owners, or, if the company fits one of 23 exemptions, a signed attestation of exemption. Either filing costs $25, is made electronically, and must be renewed annually.
That answer surprises people who followed the law when it was enacted, because it was written to cover every LLC in the state. What follows explains how the scope collapsed, which filing applies to you, what each requires, how the Department is accepting them in late 2026, and what happens to companies that miss the date.
How a law written for every LLC ended up reaching almost none
The LLC Transparency Act was enacted as Chapter 772 of the Laws of 2023, signed December 22, 2023, and rewritten by a chapter amendment, Chapter 102 of the Laws of 2024, signed March 1, 2024. The amendment pushed the effective date to January 1, 2026, made the beneficial-ownership database confidential rather than public, and added the attestation, annual-statement, and penalty provisions that now sit in sections 1106, 1107, and 1108 of the Limited Liability Company Law.
The drafting choice that matters is in section 1106. New York did not write its own definitions of "reporting company," "beneficial owner," or "exempt company." It borrowed them from the federal Corporate Transparency Act, 31 U.S.C. § 5336, "as amended" and including "any regulations promulgated thereunder." In March 2025 FinCEN issued an interim final rule redefining "reporting company" to mean only entities formed under foreign law and registered to do business in a U.S. state or tribal jurisdiction, and relieving those companies of reporting any U.S. person as a beneficial owner. Because New York's definitions follow the federal regulations wherever they go, the state law narrowed with them.
The Legislature saw the problem and passed S.8432/A.8662-A in June 2025 to replace the cross-references with freestanding state definitions reaching every LLC formed or authorized in New York. Governor Hochul vetoed the bill on December 19, 2025. On August 11, 2026, FinCEN finalized the 2025 rule, making the federal exemption for U.S. companies and U.S. persons permanent. There has been no New York amendment narrowing the Act; the narrowing is entirely the product of the federal rule, the state cross-reference, and the veto. Nothing prevents the Legislature from passing a decoupling bill again, so a U.S.-formed LLC that files nothing this year should revisit the question each session.
| Date | Event |
|---|---|
| December 22, 2023 | LLC Transparency Act signed (Chapter 772 of 2023) |
| March 1, 2024 | Chapter amendment signed (Chapter 102 of 2024): confidential database, attestation, penalties, 2026 effective date |
| March 2025 | FinCEN interim final rule limits federal "reporting company" to foreign-formed entities; U.S. persons need not be reported |
| December 19, 2025 | Governor vetoes S.8432, which would have decoupled New York's definitions from the federal rule |
| Late December 2025 | Department of State publishes forms, filing instructions, FAQs, and exemption guide |
| January 1, 2026 | Act takes effect; LLCs authorized on or after this date file within 30 days of their application for authority |
| August 11, 2026 | FinCEN final rule permanently exempts U.S. companies and U.S. persons federally |
| December 31, 2026 | Department of State deadline for non-U.S. LLCs authorized in New York before January 1, 2026 |
| Annually thereafter | Annual statement confirming or updating the disclosure or attestation (due date not yet announced) |
Which filing applies to you
The analysis has three steps. First, where was the LLC formed? If the answer is New York, another state, the District of Columbia, or a U.S. territory, the Department of State's FAQs say the company is outside the reporting requirements, and the Department describes the attestation only for foreign-country LLCs. Second, if the LLC was formed under the law of a foreign country, does it hold, or is it applying for, a New York certificate of authority? If not, New York has no hook. Third, if it does, does it meet one of the 23 exemption conditions in 31 U.S.C. § 5336(a)(11)(B), which the Department lists on its exemptions page? These are the federal categories, from securities issuers and banks through tax-exempt entities, subsidiaries of exempt entities, and the "large operating company" with more than 20 full-time U.S. employees, more than $5 million in U.S.-source gross receipts, and a physical U.S. office.
| Your LLC | New York filing | Deadline |
|---|---|---|
| Formed in New York | None under current Department of State guidance | — |
| Formed in another U.S. state or territory, authorized in New York | None under current Department of State guidance | — |
| Formed in a foreign country, authorized in New York, no exemption applies | Beneficial ownership disclosure (non-U.S. owners and applicants only), then annual statements | December 31, 2026 if authorized before January 1, 2026; otherwise 30 days after the application for authority |
| Formed in a foreign country, authorized in New York, exemption applies | Attestation of exemption, then annual attestations | Same |
| Formed in a foreign country, authorized in New York, all beneficial owners are U.S. persons | Unsettled; the Department has not said what it expects | Same |
Two cautions. "Exempt" in that table means a company exempt under the federal list; it does not mean a U.S.-formed company, which the Department treats as simply outside the law rather than as an "exempt company" owing an attestation. The statute's text is less tidy than the guidance: section 1107(b) says every exempt company files an attestation, and section 1106(c) defines an exempt company as one that meets a federal exemption condition, so a U.S.-formed LLC that would qualify for, say, the large operating company exemption has at least a textual argument that an attestation is expected of it. The Department's published position is that no filing is due from U.S.-formed LLCs, and that position is what this article follows; a U.S.-formed LLC that prefers belt and suspenders can ask the Department whether it will accept an attestation. And the last row is a genuine gap: a foreign-country LLC owned entirely by U.S. citizens is a reporting company with nobody to report. One approach, pending guidance, is to file a disclosure that supplies the required applicant information and states that there are no reportable non-U.S. beneficial owners, so that the company is on record as having filed. Whether the Department will accept or expect that is a judgment call until it speaks, and a company in that position should raise the question with counsel well before the deadline.
What each filing requires
A beneficial ownership disclosure under section 1107(a) identifies each beneficial owner and each applicant by full legal name, date of birth, current home or business street address, and the number from an unexpired passport, state driver's license, or other government-issued identification document; the Department's form also asks for the document type, issuing jurisdiction, and expiration date. A beneficial owner is an individual who exercises substantial control over the company or owns or controls 25 percent or more of its ownership interests; trusts and entities are looked through to the individuals behind them. An applicant is the person who filed, or primarily directed the filing of, the application for authority. In both cases only non-U.S. individuals are reported, and the Department's form asks for each individual's underlying details rather than a FinCEN identifier. A member, manager, or other authorized person signs the certification, prints their name, and states the capacity in which they sign.
An attestation of exemption under section 1107(b) is shorter but is not a checkbox. The statute requires an electronic attestation made under penalty of perjury that identifies the specific exemption claimed and the facts supporting it. The Department's form asks for the company's name and any fictitious name used in New York, its jurisdiction of organization, the date its application for authority was filed, the exemption relied on, and the supporting facts, with the same signature block as the disclosure. Treat the supporting-facts field as a short written record of why the exemption holds: for a large operating company, the headcount, the gross-receipts figure, and the U.S. office address. Section 1108(c) makes it unlawful to knowingly submit false or fraudulent information, with a safe harbor for voluntary corrections within 90 days.
Both categories then owe an annual statement under section 1107(g) confirming or updating the beneficial ownership information, the street address of the principal executive office, and exempt status if applicable. The Department has not yet announced the annual due date. An exempt company whose exemption lapses must file a full disclosure, and a reporting company that discovers an error may file a corrected report.
How to file with the Department of State in late 2026
Section 1107(c) requires every disclosure, attestation, and fee to be submitted electronically. As of this writing the online submission portal is still marked "coming soon" on the Department's Beneficial Owner Disclosure page, and the operative channel is email: the completed Initial Beneficial Ownership Disclosure Report or Initial Attestation of Exemption form is sent, with a credit or debit card authorization for the $25 non-refundable fee, to the address published in the Department's filing instructions. The Department will not accept these filings by mail or fax because of the personal information they contain. The Department returns a receipt or rejection notice by email. Anyone the company authorizes may submit the filing, but that person certifies that the contents are true, correct, and complete.
What the Department does with the information is governed by section 1107(f) as rewritten in 2024. Beneficial owner information is held in a secure database, is confidential, and is exempt from the Freedom of Information Law. It may be disclosed only with the owner's written consent, under a court order, to government agencies performing official duties, or for valid law enforcement purposes, and a recipient generally may not redisclose it. That is a meaningful change from the 2023 version of the law, which would have published beneficial owners' names in a searchable public database.
What happens if you miss it
Section 1108 builds a three-stage escalation. A company that fails to file its disclosure, attestation, or annual statement for more than 30 days is marked "past due" on the Department's records. A company that fails to file for more than two years is marked "delinquent." At either stage the Attorney General may assess a fine of up to $500 for each day the company has been past due or delinquent, and clearing the status requires filing the overdue statement, paying a $250 fine to the Department, and obtaining the Attorney General's confirmation that any penalties have been paid. Separately, under section 1108(g), a company that has not filed its disclosure or attestation is deemed suspended after at least 30 days' notice, and a suspended company may not conduct business in New York until it files. The suspension is annulled retroactively on filing and does not invalidate the company's contracts or expose members or managers to personal liability.
The outer limit is section 1108(e). For a delinquent company, or one that knowingly filed false information, the Attorney General may bring an action to dissolve a New York LLC or annul a foreign LLC's authority to do business. There is no criminal penalty in the Act for a simple failure to file; the exposure is civil, but the daily fine accrues against a cliff deadline, and "suspended" status is visible to lenders, counterparties, and anyone running a Department of State search.
The federal overlap, and what to watch
A foreign-country LLC authorized in New York now has two separate beneficial ownership filings, and satisfying one does not satisfy the other. Federally, FinCEN's August 2026 final rule keeps the Corporate Transparency Act in force for entities formed under foreign law that have registered to do business in a U.S. state, which must file a BOI report with FinCEN within 30 days after their registration becomes effective, reporting only non-U.S. beneficial owners. The firm handles that filing alongside the state registration as a fixed-scope federal CTA engagement. The New York filing goes to a different agency, on a different form, with its own fee and an annual renewal the federal regime does not have; the one piece of good news is that the identity documents gathered for the FinCEN report can be reused for the New York disclosure.
Three things could change the picture: the Legislature could re-pass a decoupling bill and the Governor could sign it, bringing every New York LLC back inside the Act; FinCEN could revise its rule again, and New York's definitions would move with it; and the Department could open the portal and set the annual statement date. For now the practical advice is simple. If your LLC was formed anywhere in the United States, confirm that conclusion against the Department's current FAQs and calendar an annual check; on current guidance no filing is due. If it was formed abroad and holds New York authority, decide between the disclosure and the attestation now, collect the identity documents, and file before December 31. The firm offers this as a fixed-scope New York LLC Transparency Act filing: determination of which filing applies, collection of the owner information, preparation and submission, and the annual follow-up.
Questions and answers
Does my New York-formed LLC have to file anything under the LLC Transparency Act by the end of 2026?
Not under current Department of State guidance. Because the Act borrows FinCEN's definition of 'reporting company,' and FinCEN limited that term to foreign-formed entities in 2025, the Department's FAQs treat LLCs formed in New York or any other U.S. state or territory as outside the reporting requirements, with no disclosure and no attestation due. That could change if the Legislature re-passes a decoupling bill, so confirm annually.
What is the difference between the beneficial ownership disclosure and the attestation of exemption?
The disclosure identifies each non-U.S. beneficial owner and applicant by legal name, date of birth, address, and an unexpired government ID number. The attestation, filed by a foreign-country LLC that meets one of 23 federal exemptions, names the exemption claimed and states the supporting facts under penalty of perjury. Both are signed by a member, manager, or authorized person, cost $25, and are renewed annually.
How do I actually file with the New York Department of State, and is the portal live?
As of November 2026 the Department's online portal is still marked 'coming soon.' Filings are made by emailing the Department's PDF form, together with a credit or debit card authorization for the $25 fee, to the address in its filing instructions. Mail and fax are refused because the forms contain personal information. The Department returns a receipt or rejection notice by email.
This article is for informational purposes only and does not constitute legal advice. Reading this content does not create an attorney-client relationship. Laws and regulations change; readers should not rely on this content as a substitute for qualified legal counsel specific to their circumstances. Attorney Advertising.