January 10, 2024

1-10-24 Client Alert -New York's LLC Transparency Act Becomes Law

On December 22, 2023, Governor Hochul signed the LLC Transparency Act (the “Act”) into law. Unless an exemption applies, limited liability companies (“LLCs”) formed or qualified to do business in New York on or before December 21, 2024 must report their beneficial ownership information to New York by January 1, 2025. If the LLC is formed or qualified after December 21, 2024, then reporting must be made with the LLC’s articles of organization or application for authority to do business in New York.

The Act’s requirements mirror those of the Corporate Transparency Act (the “CTA”), which is the new federal law that became effective on January 1, 2024 and which we previously summarized here. For example, a “beneficial owner” and an “exempt company” are defined by reference to the federal regulations under the CTA. However, here are some of the key differences:



What is a “Reporting Company”?

Unless an exemption applies, any entity created or registered by filing with a secretary of state.

Unless an exemption applies, LLCs formed or authorized to do business in New York.

Where are the reports filed?

With the Financial Crimes Enforcement Network (FinCEN).

With the New York State Department of State.

Do “Company Applicants” have to be reported?

Yes, for Reporting Companies formed or registered on or after January 1, 2024.


Must a filing be made if an exemption applies?


Yes, a member or manager must file a signed statement indicating a specific exemption applies.

How much time does a Reporting Entity have to report a change in its beneficial ownership?

Within 30 days.

For New York LLCs—within 90 days or upon amending the articles of organization.

For foreign LLCs authorized to do business in New York—“upon any change in beneficial owner information” or upon amending its application for authority.

The Act also initially provided for a publicly available database of beneficial ownership information unless an owner obtained a waiver. However, Governor Hochul signed a chapter amendment to restrict the database to government agencies and law enforcement only.

To prepare for compliance, LLCs formed or doing business in New York should develop internal policies to assess and monitor their reporting obligations or exemptions to avoid potential penalties. If you have any questions, please reach out to Kate Polozie, Esq. at (585) 987-2910 or kpolozie@woodsoviatt.com, Danielle Ridgely, Esq. at (585) 987-2914 or dridgely@woodsoviatt.com, or another member of the Business and Tax Department at Woods Oviatt Gilman LLP.