On December 23, 2023, New York Governor Hochul signed the LLC Transparency Act requiring LLCs to report beneficial ownership information to the New York Department of State and creating a database of the information that will be accessible to law enforcement agencies.
Here are some of the highlights of the Act:
- Domestic and foreign LLCs will be required to submit their beneficial ownership information to the New York Department of State when they submit a formation or qualification filing, and when they file an amendment to their formation or qualification filing. They are also required to file an amendment when their beneficial ownership information changes.
- If the LLC is exempt from Beneficial Ownership Information (BOI) Report filings with FinCEN, they will also be exempt from the New York requirements. However, exempt LLCs will have to claim an exemption via a signed statement by a member or manager citing the provision or provisions of the Corporate Transparency Act (CTA) under which they are exempt.
- LLCs formed on or before the effective date of the bill will have until 1/1/2025 to file their initial report or exemption statement.
- A non-exempt LLC which has failed to file its beneficial ownership information for thirty days after it is due will show up as “past due” in the Department of State records. A non-exempt LLC which has failed to file its beneficial ownership information for more than two years will show up as “delinquent” in the Department of State records (after having been sent 60 days’ notice by the Department).
- “Beneficial owner” has the same definition as in the CTA.
- Unlike the CTA, LLCs do not have to report their company applicant(s).
- Non-exempt LLCs must identify each beneficial owner by: 1) full legal name; 2) date of birth; 3) current business street address and 4) a unique ID number from an acceptable ID document as defined in the federal CTA.
- Non-exempt LLCs can satisfy their disclosure requirements by submitting a copy of their BOI Report filed with FinCEN if the information within that report meets the requirements of the Act.