New York’s LLC Transparency Act Goes Into Effect: What Long Island Businesses Need to Know About Critical Compliance Changes in 2026
The business landscape in New York has fundamentally shifted with the implementation of the New York Limited Liability Company Transparency Act (NY LLCTA), which took effect on January 1, 2026. As a result, the NY LLCTA will apply only to non-US limited liability companies authorized to do business in New York, when it takes effect on January 1, 2026. While this legislation has undergone significant changes that have narrowed its scope, Long Island businesses still need to understand how these new compliance requirements may affect their operations.
The Dramatic Scope Change That Affects Your Business
Originally designed as a comprehensive beneficial ownership reporting requirement for all LLCs operating in New York, the Act has undergone a dramatic transformation. On December 19, 2025, New York Governor Kathy Hochul vetoed legislation that would have restored the original, broader scope of the New York Limited Liability Company Transparency Act (the “NY LLCTA”). In response, the New York Legislature passed amendments intended to realign the NY LLCTA with the CTA’s original, broader definition (the “Proposed Amendments”) which would have applied the NY LLCTA to both US and foreign limited liability companies that are formed or authorized to do business in New York.
The veto means that U.S.-formed LLCs are exempt from these reporting requirements. However, this doesn’t mean Long Island businesses can ignore the Act entirely. The legislation still creates important compliance obligations for certain entities and establishes a framework that could expand in the future.
Who Must Comply Under the Current Framework
Starting January 1, 2026, non-U.S. LLCs authorized to do business in New York are required to file beneficial ownership disclosure statements or attestations of exemption with the Department of State. LLCs formed in a foreign country and authorized to do business in New York that do not qualify for an exemption (called “reporting companies”) must file a beneficial ownership disclosure statement with the Department of State.
Even foreign LLCs that qualify for exemptions aren’t off the hook. LLCs formed in a foreign county and authorized to do business in New York that would qualify for an exemption under the federal Corporate Transparency Act are an “exempt company” and are required to file with the Department of State an attestation of exemption, under penalty of perjury, including the specific exemption claimed and the facts on which the exemption is based.
Critical Deadlines and Filing Requirements
The timing requirements are strict and vary based on when your LLC was established. Existing foreign LLCs must file their beneficial ownership information with the New York Department of State (DOS) by January 1, 2027. Newly formed entities will need to file within 30 days from an initial filing of articles of organization or an application for authority to do business in New York.
The financial stakes are significant. The DOS FAQs provides that a $25 filing fee applies to each beneficial ownership statement and attestation of exemption. More importantly, 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.
What Information Must Be Disclosed
The reporting requirements are comprehensive and mirror federal Corporate Transparency Act standards. The disclosure report must identify each “beneficial owner” and “applicant” and include, for each of them, their full name, date of birth, residential or business address, and identifying number such as a driver’s license or passport number.
All reporting and exempt foreign LLCs must file annually through the Department of State’s system. All LLCs formed or registered in New York (whether or not they qualify as exempt) will be required to make an annual filing to either confirm or amend their beneficial ownership information or exempt status.
Ongoing Uncertainty and Future Changes
One of the most challenging aspects of compliance is the ongoing uncertainty surrounding the Act’s implementation. 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. The Department of State has not yet released a filing portal or otherwise issued reporting guidance.
Recent developments have provided some clarity, but significant questions remain. On December 31, 2025, the New York Department of State (the “DOS”) published a webpage for the New York Limited Liability Company Transparency Act (the “NY LLCTA”), including filing instructions, a filing form, and FAQs. While much of the DOS guidance reiterates requirements already set forth in the NY LLCTA and summarized in our prior client alerts, the FAQs provide several important clarifications.
Why Long Island Businesses Should Stay Vigilant
Even though the current scope of the Act is limited, Long Island businesses should remain attentive to potential future expansions. The legislative intent behind the original, broader version remains, and Her stated reason was to avoid imposing compliance burdens on New York businesses that are more extensive than the corresponding federal requirements. The governor’s rationale for the veto was to avoid imposing compliance burdens on New York businesses that are more extensive than the corresponding federal requirements. This suggests that changes in federal policy could trigger renewed efforts to expand the Act’s scope.
Additionally, businesses operating with complex structures involving foreign entities, or those considering international expansion, need to understand how these requirements could affect their operations. The penalties for non-compliance are severe enough that even businesses with limited exposure should ensure they understand their obligations.
Getting Professional Legal Guidance
Given the complexity and evolving nature of these requirements, working with experienced legal counsel is essential. As the January 1, 2026 effective date of the NY LLCTA approaches, any limited liability company (or non-US entity that is uncertain whether it qualifies as a limited liability company) formed or authorized to do business in New York should consult with counsel to assess whether it may be subject to the NY LLCTA and, if so, how to comply in the absence of regulatory clarity.
The Frank Law Firm P.C. understands the challenges Long Island businesses face in navigating these new compliance requirements. Located in Huntington and serving businesses throughout Long Island, New York City, and surrounding areas, the firm provides comprehensive business law services including corporate compliance, business formation, and commercial litigation. As a business lawyer long island practice, The Frank Law Firm stays current with evolving regulations and helps clients develop practical compliance strategies that protect their business interests while managing legal costs effectively.
The firm’s approach combines thorough legal knowledge with practical business understanding, recognizing that successful compliance isn’t just about meeting technical requirements—it’s about protecting your business operations and growth potential. Whether you need guidance on current LLC transparency requirements, assistance with business formation, or help navigating complex commercial legal issues, their experienced team provides the personalized attention and strategic counsel that Long Island businesses need to thrive in an increasingly regulated environment.
Don’t wait until compliance deadlines approach or regulatory uncertainties create operational challenges. The most effective legal strategy is proactive planning that addresses potential issues before they become costly problems. Contact experienced business counsel today to ensure your Long Island business is prepared for current requirements and positioned to adapt to future regulatory changes.