New York LLC Transparency Act (“NYLTA”) is coming | Foley Hoag LLP

New York LLC Transparency Act (“NYLTA”) is coming |  Foley Hoag LLP

Main take:

  • No later than January 1, 2025, LLCs incorporated in New York or doing business in New York On or before December 22, 2024 You will need to comply with the requirements of the New York LLC Transparency Act (“NYLTA”) by either (1) filing the required beneficial ownership, or (2) filing a statement identifying the applicable exemption to the filing requirements.
  • NYLTA is modeled after the federal Corporate Transparency Act (“CTA”).

Governor Kathy Hochul signed the law in December 2023(1) Determine disclosure requirements for limited liability companies (“Limited liability companies“) Organizing or doing business in New York and creating a database of beneficial owners of LLCs in New York. As its name suggests, NYLTA aims to promote transparency in an effort to reduce the use of LLCs for financial crimes, such as tax evasion and money laundering Fraud and other illegal activities.

The NYLTA provides that all existing and newly formed LLCs organized, doing business in New York or seeking to do business in New York must disclose certain information about their “beneficial owners.”(2) To the New York Department of State (“Dos“) unless One of 23 exceptions to the reports(3) Applies. These non-exempt LLCs will be required to disclose the following information regarding beneficial owners: full legal name, date of birth, business address, and a unique identification number from an acceptable verification document such as a passport. Information collected by the State Department will not be shared publicly. Instead, the information will be collected and stored in an internal database accessible by federal, state and local government agencies and law enforcement throughout New York.

While the NYLTA is modeled after the CTA and overlaps in its requirements, there are several key differences. Below is a chart that shows the key similarities and differences between CTA and NYLTA.

No later than January 1, 2025, LLCs incorporated in New York or doing business in New York On or before December 22, 2024(4) You will have to comply with the NYLTA requirements by either (1) providing the required beneficial ownership, or (2) submitting a statement identifying the applicable exemption to the filing requirements. Every company reports(5) (or an exempt limited liability company) is formed after December 22, 2024 Must file a Beneficial Ownership Report or Exemption Statement at the time of formation or registration with New York State. Failure to comply with disclosure obligations for more than 30 days will result in the New York DOS showing the company as “delinquent” on its records until disclosure is properly filed and a civil penalty of $250 is paid.

Finally, it should be noted that other countries are considering imposing similar disclosure obligations on limited liability companies. For example, the Massachusetts House of Representatives introduced a bill in March 2023 proposing to disclose beneficial ownership of domestic and foreign LLCs.(6) We will continue to track developments in Massachusetts as the bill moves through the state legislature.

We discussed CTA in our previous client alert which can be found here.


1 S.995B, 2023-2024 Legislation. cess. (New York 2023).
2 “Beneficial owners” with respect to a reporting company are any individual who directly or indirectly either “(i) exercises significant control over the entity, or (ii) holders of control of at least 25 percent of the ownership interests of the entity.” be seen 31 CFR 1010.380(d).
3 be seen sandra feldman, The 23 exemptions from beneficial ownership information reporting requirements under the Corporate Transparency ActWolters Kluwer (January 2, 2024), https://www.wolterskluwer.com/en/expert-insights/the-23-exemptions-from-the-corporate-transparency-act for a complete list of exemptions; See also 31 CFR 1010.380(c)(2).
4 Pursuant to Section 10 of S.995B, 2023-2024 Legis. cess. (NY 2023), the NYLTA goes into effect 365 days after it becomes law.
5 The NYLTA includes the definition of “reporting company” in the CTA by reference. be seen 31 CFR 1010.380(c).
6 H.3566, 193 Gen. Ct. (MA 2023).

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