Mar 6, 2026

New York LLC Transparency Act: Beneficial Ownership Rules for Non-U.S. LLCs Doing Business in New York – What’s Required in 2026

As discussed in our prior Client Alert, New York LLC Transparency Act Effective as of January 1, 2026: What It Really Means for Your Business, the New York LLC Transparency Act (“NYLTA”) took effect on January 1, 2026, requiring certain limited liability companies (“LLCs”) doing business in New York to disclose beneficial ownership information (“BOI”). The NYLTA was enacted as part of a broader movement toward increased transparency around entity ownership. As the law currently stands, the NYLTA applies only to LLCs formed under the laws of a foreign country, which are authorized to do business in New York. It does not impose any BOI reporting obligations on U.S.-formed LLCs, whether formed in New York or another state.

The NYLTA incorporates key definitions and exemptions from the federal Corporate Transparency Act (“Federal CTA”), including the definitions of “reporting company” and “beneficial owner,” as well as the applicable exemption categories. When federal rules changed in March 2025 to exempt U.S. companies from BOI reporting, those same definitions and exemptions carried through to the NYLTA, substantially narrowing its reach. Although New York legislators later attempted to expand the NYLTA to restore its original scope and cover domestic LLCs, that legislation was vetoed by Governor Hochul on December 19, 2025. As a result, the NYLTA continues to track the Federal CTA framework. For now, only non-U.S. LLCs that have formally registered (or are required to register) to do business in New York are subject to New York’s BOI reporting regime.

Reporting Requirements

Beginning January 1, 2026, the NYLTA applies to LLCs that meet both of the following criteria:

  • Non-U.S. LLCs (i.e., entities formed outside the United States under the laws of a foreign country); and
  • Authorized or registered to do business in New York by filing an application for authority with the New York Department of State.

These entities must file with the New York Department of State either: (1) a Beneficial Owner Disclosure Report, identifying individuals who are beneficial owners, defined in parallel with the Federal CTA as individuals who own or control at least 25% of the company or exercise “substantial control” (e.g., managing member, senior officer, or otherwise holds a position of authority); or (2) an Attestation of Exemption Form, if the entity qualifies for one of the exemptions borrowed from the Federal CTA. A full list of the applicable exemptions can be found here: https://dos.ny.gov/beneficial-owner-disclosure-exemptions.

Beneficial Owners

For each beneficial owner, the following information must be reported:

  • Full legal name;
  • Date of birth;
  • Current home or business street address; and
  • A unique identifying number from: (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.

Beneficial owners who are U.S. persons (i.e., citizens and residents of the U.S.) are exempt from reporting.

Filing Deadlines

  • Non-U.S. LLCs that submit an application for authority to do business in New York this year must file either a Beneficial Owner Disclosure Statement or, if eligible, an Attestation of Exemption within thirty (30) days of that application.
  • Non-U.S. LLCs that were already authorized to do business by filing an application for authority in New York prior to January 1st of this year will have until December 31, 2026, to comply.

The NYLTA imposes annual reporting obligations, and filings must be updated if previously reported information changes. Failure to comply may result in civil and criminal penalties.

Practical Considerations & Next Steps

Many foreign businesses choose to operate in the U.S. through a U.S. subsidiary or affiliate, or a non-U.S. corporation, rather than directly through a non‑U.S. LLC, thereby avoiding BOI reporting obligations under the NYLTA. Where that structure is not feasible, non‑U.S. entities that could be viewed as LLCs doing business in New York will need to carefully evaluate their NYLTA reporting obligations, as discussed further below.

New or Existing Foreign Companies Doing Business in New York

If you are a foreign business owner interested in establishing business operations in New York (or are already doing business in New York) and want to avoid BOI reporting obligations under the NYLTA, you should consider operating through a U.S. subsidiary or affiliate, such as a New York or Delaware LLC or corporation.

However, if for regulatory, tax, commercial, or other business reasons, you cannot or do not wish to operate through a U.S. subsidiary or affiliate and instead conduct business in New York directly through a non-U.S. entity, then you will need to assess whether the NYLTA’s reporting obligations apply.

A threshold question is whether your non-U.S. entity constitutes an “LLC” for purposes of New York law. To come within the statute, an entity formed outside the U.S. must be properly characterized as an LLC or a functional equivalent, not some other type of foreign entity such as a traditional corporation. New York has not provided a definitive list of foreign LLC equivalents. Because foreign jurisdictions use a wide variety of business forms, this determination requires a fact-specific legal analysis. The analysis can be especially complex where the foreign jurisdiction does not label the entity an “LLC,” or where the entity’s structure or characteristics do not neatly align with U.S. legal concepts of an LLC. We expect that forthcoming guidance from the New York Department of State may help clarify this issue.

Foreign companies considering doing business, or currently doing business, in New York through a non-U.S. entity should consult with SGR to assess whether their particular structure falls within the scope of the NYLTA reporting obligations.

We will continue to monitor additional guidance from the New York Department of State and provide updates as more information becomes available. For questions regarding the NYLTA and its applicability, please contact your SGR attorney or any of the individuals listed below.

*This article was also written by Yumi Qiu, a law clerk in the New York office.