On March 1, 2024, New York Governor Kathy Hochul signed Senate Bill 8059 to amend the LLC Transparency Act (Senate Bill 995). Among other things, the amendment changes the effective date of the new reporting requirements. Here are the highlights:
- Effective 1/1/2026, domestic and foreign LLCs in New York that meet the definition of a reporting company under the Corporate Transparency Act (CTA) must file a beneficial ownership (BOI) report with the New York Department of State identifying the following information about their beneficial owner(s) and company applicant(s):
- Full legal name;
- DOB
- Current home or business street address
- Unique identifying number from an (i) an unexpired passport; (ii) an unexpired state driver’s license; or (iii) an unexpired identification card or document issued by a state or local government agency or tribal authority for the purpose of identification of that individual. Note: unlike the CTA, there’s no requirement to include an image of the ID document with the filing.
- Beneficial owner and company applicant have the same definition as the CTA.
- If the LLC is exempt from CTA filings, they will also be exempt from the New York requirements. However, exempt LLCs will have to file an attestation of exemption, under penalty of perjury, with the New York Department of State that includes the specific exemption claimed and the facts on which such exemption is based.
- LLCs formed or qualified on or after 1/1/2026 will be required to submit their BOI report or exemption statement within 30 days of their formation or qualification filing.
- Existing LLCs formed or qualified before 1/1/2026 will have one year (until 1/1/2027) to file their initial BOI report or exemption statement. Unlike the CTA, it appears that existing LLCs will have to report their company applicant(s) on their initial BOI report.
- Once the initial BOI report or exemption statement has been filed, each LLC will have to file an annual statement with the Department of State, under penalty of perjury, confirming or updating its beneficial ownership disclosure information, street address of its principal executive office, and status as exempt company, if applicable. Unlike the CTA, LLCs are not required to file an update within 30 days of their information changing. Updates are made solely on the annual filing.
- There’s nothing in the new law which provides a process for company applicants or beneficial owners to get a number (ala a FinCEN ID type of number) to report in lieu of their personal information for each company.
- The amendment removes language allowing LLCs to submit a copy of their BOI report filed with FinCEN to meet their state reporting requirements.
- The amendment removes language which would have made beneficial ownership information public. Only certain authorities (ex. law enforcement) will have access to the information.
- LLCs that fail to meet their reporting requirements can be fined, suspended from doing business in the state and ultimately be administratively dissolved or cancelled.