New York Leads on Transparency. Starting 1 January 2026, New York will become the first U.S. state to require limited liability companies (LLCs) to report their beneficial ownership information (BOI) annually to the Department of State.
Contracts Should Be Your First Priority
The New York Limited Liability Company Transparency Act (NY LLCTA) mandates that LLCs identify their ultimate beneficial owners (UBOs) while maintaining strict confidentiality protections.
Federal Context: Corporate Transparency Act Uncertainty
The 2021 Corporate Transparency Act (CTA) aimed to strengthen anti-money-laundering and counter-terrorism frameworks by requiring roughly 33 million U.S. businesses to report BOI to FinCEN. However, enforcement has been inconsistent due to legal challenges:
| Date | Development |
|---|---|
| 1 Jan 2024 | CTA takes effect |
| 3 Dec 2024 | Texas federal court issues nationwide injunction |
| 23 Dec 2024 | Fifth Circuit reverses injunction |
| 26 Dec 2024 | Merits panel reinstates injunction |
| 23 Jan 2025 | Supreme Court lifts injunction |
| 21 Mar 2025 | FinCEN issues interim final rule, suspending U.S. entity reporting |
As a result, domestic U.S. businesses currently face no filing obligations, while foreign entities must comply. This fragmented federal landscape has encouraged states like New York to implement their own transparency rules.
New York LLCTA Key Requirements
Who Must Report
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In-scope: All New York LLCs and foreign LLCs registered to operate in the state
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Exempt: Publicly traded companies, banks, nonprofits (must still file an annual attestation of exemption)
Information to Disclose
Each filing must identify every UBO, including:
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Full legal name
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Date of birth
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Business or residential address
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Government-issued ID number
UBO Definition
A UBO is any individual who:
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Directly or indirectly owns or controls ≥25% of the LLC; or
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Exercises substantial control over the entity
If the beneficial owner is a company, its individual owners must also be disclosed.
Confidential but Enforceable
Reported information is not public and will be stored in a secure state database accessible only to government agencies, law enforcement, and financial institutions performing due diligence.
Penalties for Non-Compliance
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“Past-due” status after 30 days
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“Delinquent” status after two years
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Fines up to USD 500/day
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Suspension or dissolution of the LLC’s authority to operate in New York
Why It Matters
The NY LLCTA signals a shift toward state-level transparency in the absence of a consistent federal framework. Companies operating across multiple states will face increasing compliance complexity. Early preparation—tracking beneficial ownership, documenting control structures, and coordinating filings—is essential.
How Cresco Can Help
Cresco’s experts assist clients with:
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Preparing and submitting NY LLCTA filings
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Assessing exemption eligibility
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Developing multi-jurisdictional UBO compliance strategies
We help businesses navigate evolving regulatory landscapes while ensuring accuracy, confidentiality, and efficiency.
Contact us at info@cresco-global.com or fill out the form below to learn more about UBO compliance services.
