United States NY LLC Transparency Act 2026 Compliance Guide

What is the Corporate Transparency Act and who must report in the United States?

The Corporate Transparency Act (CTA) is a federal law that requires most small and closely held companies in the United States to report their beneficial owners to the Financial Crimes Enforcement Network (FinCEN). It targets corporations, LLCs, and similar entities formed by filing with a secretary of state, unless they fall into one of 23 exemptions.

At a high level, the CTA creates a federal database of "beneficial owners" - the real people who ultimately own or control companies - to combat money laundering and other financial crimes. For legitimate businesses, this is primarily a compliance and privacy planning exercise.

Who is a "reporting company" under the CTA?

• Domestic reporting company: Any corporation, LLC, or similar entity created by filing a document with a secretary of state or similar office in any U.S. state or tribal jurisdiction.
• Foreign reporting company: Any non-U.S. entity that registers to do business in a U.S. state by filing with a secretary of state or similar office.

The statute and FinCEN rules carve out 23 categories of exempt entities, including:

• SEC-reporting issuers (public companies).
• Banks, credit unions, broker-dealers, insurance companies, registered investment advisers, and similar already-regulated financial institutions.
• Tax-exempt entities under section 501(c) of the Internal Revenue Code.
• Large operating companies that:
  • Have more than 20 full-time employees in the United States, and
  • Reported more than $5 million in U.S. gross receipts or sales on their prior-year federal tax return, and
  • Have an operating presence at a physical office in the United States.

How does the CTA define a "beneficial owner"?

Under the CTA, a beneficial owner is any individual who, directly or indirectly, either:

• Owns or controls at least 25% of the ownership interests of the company, or
• Exercises "substantial control" over the company (for example, senior officers, key decision-makers, persons with appointment/removal authority).

FinCEN's rules go into detail on what counts as "ownership interest" and "substantial control," including indirect holdings through holding companies, trusts, or nominee arrangements. For complex structures, companies often need legal or compliance help to map who is actually reportable.

What does a CTA BOI report include?

Each reporting company must provide to FinCEN (via its secure online system):

• Company information:
  • Legal name and any DBAs.
  • Principal business address in the U.S.
  • Jurisdiction of formation or registration.
  • Taxpayer Identification Number (TIN/EIN).
• For each beneficial owner (and, for newer entities, each "company applicant"):
  • Full legal name.
  • Date of birth.
  • Residential address (or business address for certain company applicants).
  • Unique identifying number and issuing jurisdiction from a passport, driver's license, or similar ID.
  • Scanned image of that ID document.

This BOI report is not public. FinCEN may disclose it only to certain federal, state, local, tribal, and foreign authorities, and to financial institutions in limited cases, subject to strict access rules.

What are the federal timelines?

• Entities created or registered before January 1, 2024: File initial BOI report by January 1, 2025.
• Entities created or registered in calendar year 2024: File within 90 calendar days after actual or public notice of formation/registration.
• Entities created or registered on or after January 1, 2025: File within 30 calendar days.
• Updates and corrections (for any change or error in reported BOI): File within 30 days of becoming aware or having reason to know of the change.

How does New York's LLC Transparency Act differ from the federal Corporate Transparency Act?

New York's LLC Transparency Act is a separate state-level law, modeled on the CTA, that applies primarily to LLCs connected to New York and starts in 2026. It requires a distinct filing with the New York Department of State and creates a limited public database that the federal CTA does not.

Put simply: if you have a New York LLC that is not exempt, you will have to file twice - once with FinCEN under federal law, and separately with New York under state law. Each regime has its own forms, timelines, and penalty structures.

Who is covered by New York's LLC Transparency Act?

The law applies to "reporting companies" that are:

• Domestic LLCs formed under New York law (filed with the New York Department of State), and
• Foreign LLCs formed elsewhere but registered to do business in New York.

New York uses the same core definition of "reporting company" and the same 23 exemptions as the federal CTA. In general, if you are exempt under the CTA, you can claim the same exemption for New York, but you may still have to file an attestation of exemption.

Beneficial owners and information required in New York

New York also follows the CTA concept of "beneficial owner": individuals with at least 25% ownership interest or substantial control. The information you must submit about each beneficial owner largely tracks the federal data points.

However, two practical differences matter for businesses:

• Who you file with: New York filings go to the Department of State, Division of Corporations, not to FinCEN.
• What can become public: New York creates a public-facing database; CTA data at FinCEN remains nonpublic.

Effective dates and transition

• Effective date: The New York LLC Transparency Act is scheduled to take effect on January 1, 2026, as amended.
• New LLCs on or after January 1, 2026:
  • Must file beneficial ownership information (or an exemption attestation) with New York within a set period after formation or registration, expected to match the CTA's 30-day window.
• Existing LLCs (formed or registered before January 1, 2026):
  • Will have a transition period (targeted to end by January 1, 2027) to submit their initial New York report or exemption attestation.

Regulations and DOS guidance will fill in procedural gaps, including exact forms, electronic filing methods, and how New York will coordinate with federal exemptions in practice.

Why does filing with FinCEN not satisfy New York's 2026 LLC transparency requirement?

Filing a BOI report with FinCEN under the federal CTA does not satisfy New York's reporting requirement because the laws operate under different sovereigns, use separate systems, and do not automatically share filings. New York's Department of State will expect its own state-level filing and will apply its own enforcement tools if LLCs do not comply.

You should treat federal CTA compliance and New York LLC transparency compliance as two distinct checklist items with overlapping, but not identical, data requirements.

Different authorities and databases

• Federal CTA:
  • Regulator: U.S. Department of the Treasury, Financial Crimes Enforcement Network (FinCEN).
  • System: FinCEN BOI E-Filing System (online portal).
  • Database: Nonpublic, accessible only to authorized agencies and certain financial institutions.
• New York LLC Transparency Act:
  • Regulator: New York Department of State, Division of Corporations, State Records, and Uniform Commercial Code.
  • System: New York is developing its own electronic filing platform for BOI or exemption filings.
  • Database: Includes both a nonpublic registry (for governmental access) and a limited public database.

Separate filing obligations

For a non-exempt New York LLC, the practical result is:

1. File BOI with FinCEN:
   • As required by federal timelines based on formation or registration date.
   • Update within 30 days of changes in beneficial owners or key details.
2. File BOI (or exemption attestation) with New York:
   • Once the New York law is effective and your LLC falls within its scope.
   • Within New York's formation/registration window and for any required updates.

New York is not obligated to, and currently does not, accept a FinCEN confirmation as a substitute for its own filing. Likewise, filing with New York does not fulfill your federal CTA duty.

Operational and systems reasons for dual reporting

Technically, the two systems have different access rules, storage environments, and statutory mandates. FinCEN is bound by federal law on confidentiality and defined access channels; New York has its own state-level open records and privacy framework and is building a public component.

For businesses, this means you should design compliance processes assuming:

• Two different logins and portals.
• Possibly different file formats or field structures.
• Different points of contact and help desks.

Will my name be publicly searchable under New York's final 2026 transparency rules?

Under the amended New York LLC Transparency Act, your individual name as a beneficial owner is not expected to be publicly searchable in the state's online database. What will be public is limited entity-level information and general location data (municipality and state) associated with beneficial owners, but not their names, dates of birth, or ID numbers.

This is a significant change from the original version of the law, which would have made beneficial owner names public. The 2024 amendments moved New York much closer to the federal CTA's confidentiality model, while still preserving a degree of public transparency.

What will the New York public database show?

As currently structured in the amended statute, the public-facing database is expected to display, for each covered LLC:

• LLC legal name and any assumed name on file.
• Jurisdiction of formation or registration.
• Principal office address (or service of process address) on record with the state.
• Whether the LLC has:
  • Filed a BOI report with New York, or
  • Filed an attestation that it is exempt under one of the CTA categories.
• For non-exempt LLCs, the municipality and state (and country, if applicable) of each beneficial owner's residential or business address.

The key privacy feature is that individual names are excluded from the public fields. The underlying owner names and full addresses will be stored in a nonpublic registry accessible only to specified government authorities.

Who can see individual-level beneficial owner data in New York?

Individual beneficial owner data held by New York is expected to be accessible only to:

• Designated New York governmental agencies for law enforcement, taxation, and regulatory purposes.
• Other government entities (including possibly federal agencies) under defined legal processes or agreements.
• Potentially, courts and parties to litigation, subject to subpoenas or court orders.

New York is not setting up a free-for-all look-up for private actors to see who owns which LLC by name. However, the municipality/state fields can still be sensitive in niche or highly targeted contexts, so privacy-focused owners may still want to adjust structures to reduce traceability.

How does this compare to the federal CTA privacy model?

• Federal CTA (FinCEN):
  • No public database at all.
  • Access limited to:
    • U.S. federal, state, local, and tribal agencies for authorized purposes.
    • Foreign authorities through official requests.
    • Financial institutions performing customer due diligence, with company consent.
• New York (as amended):
  • Hybrid model:
    • Public database with limited, non-identifying owner location data.
    • Nonpublic registry with full beneficial owner information for governmental use.

For owners who value privacy, New York's amendments significantly reduce the risk of name-level exposure but do not eliminate the visibility of entity existence and some geographic data.

What are the deadlines, filings, and penalties under the federal CTA and New York's LLC transparency law?

The federal CTA and New York's LLC Transparency Act have their own filing deadlines and penalty structures, and both can apply at the same time. Willful non-compliance under the CTA can lead to civil penalties of up to $500 per day and criminal penalties, while New York adds its own daily civil fines and potential "delinquent" status that can disrupt the life of an LLC.

Business owners should calendar both sets of deadlines and build internal triggers for updates after ownership or control changes.

Federal CTA - deadlines and penalties

• Initial filing deadlines (summarized above):
  • Pre-2024 entities: by January 1, 2025.
  • 2024 entities: within 90 days of formation/registration.
  • Entities formed/registered on or after January 1, 2025: within 30 days.
• Updates and corrections:
  • Within 30 days of a change in beneficial owners, control, name, address, or ID information.
• Civil penalties:
  • Willful failure to report complete or updated BOI, or willfully providing false information, can result in:
    • Civil penalties of up to $500 per day for each day the violation continues.
    • Aggregate civil fines up to $10,000 per violation.
• Criminal penalties:
  • Willful violations can also result in:
    • Criminal fines, and
    • Imprisonment for up to 2 years.

New York LLC Transparency Act - deadlines and penalties

Exact procedural details will be finalized in regulations, but the core structure is:

• Initial filing deadlines:
  • LLCs formed or registered on or after January 1, 2026:
    • File within a fixed period after formation/registration (expected to be 30 days, to mirror CTA timing).
  • LLCs formed or registered before January 1, 2026:
    • File initial report or exemption attestation by a transition deadline (slated around January 1, 2027).
• Updates:
  • LLCs will need to file updated reports after certain ownership or control changes, likely using timelines similar to the CTA's 30-day change rule.
• Non-monetary penalties:
  • Failure to file can cause the LLC to be tagged as:
    • "Past due" after an initial grace period.
    • "Delinquent" if non-compliance continues, with that status made part of the public record.
  • Delinquent status can impair:
    • Ability to obtain good standing certificates.
    • Capacity to enter or enforce contracts in New York courts until cured.
• Monetary penalties:
  • The New York statute authorizes daily civil penalties for willful non-compliance, structured to align with federal penalty levels.
  • Expect potential fines of up to $500 per day for continued willful failure to file or update, subject to caps and procedural safeguards that will be clarified in regulations.

Side-by-side overview of key compliance points

How much will CTA and New York transparency compliance cost my business?

For a typical small or mid-size business, direct government filing fees for CTA and New York transparency compliance are modest, but internal and professional costs can be significant. The biggest expense usually comes from gathering accurate ownership data, maintaining an update process, and paying advisers to manage risk and privacy.

Planning early can keep costs predictable and avoid premium "rush" fees as deadlines approach.

Typical cost components

• Government fees:
  • CTA: FinCEN does not charge a filing fee for BOI reports as of launch.
  • New York: The state is expected to charge a modest filing fee for BOI or exemption filings, similar in scale to existing LLC filings.
• Professional fees:
  • Law firms or corporate service providers to:
    • Map beneficial ownership and control.
    • Draft policies and owner questionnaires.
    • Submit initial and updated filings.
• Internal costs:
  • Time for finance, legal, or operations staff to gather data, manage approvals, and monitor changes.
• Technology and vendors:
  • Compliance tools or registered agent services that integrate BOI workflows.

Illustrative cost ranges (per entity)

Actual costs vary widely by structure and complexity, but the table below gives rough order-of-magnitude ranges in U.S. dollars:

Larger groups often centralize compliance through a corporate secretary's office or shared services team to gain economies of scale and consistency across entities and jurisdictions.

What practical steps should privacy-conscious owners take around New York's public database and the CTA?

Privacy-conscious owners should focus on structuring ownership sensibly, designating appropriate addresses, and building disciplined processes to control what data is collected and shared. You cannot avoid beneficial ownership reporting entirely if your entity is covered, but you can reduce unnecessary exposure and ensure accuracy.

The goal is to comply fully while avoiding avoidable data sprawl and reputational or personal security risks.

1. Map your entity footprint and exposure

1. List all entities:
   • Identify all corporations, LLCs, partnerships, and trusts connected to your business or family group.
   • Note which are formed or registered in New York and which elsewhere.
2. Classify by regime:
   • Mark which are "reporting companies" under the CTA and which benefit from CTA exemptions.
   • Mark which New York LLCs will have to file BOI or can file exemptions.

2. Review ownership and control structures

• Simplify where possible:
  • Clean up dormant or unnecessary entities that only add compliance burden and visibility.
• Consider holding entities:
  • Some groups use holding companies or family holding LLCs to centralize ownership at one level.
  • This does not remove CTA reporting, but can simplify who is reportable and how often.
• Coordinate with trust and estate planning:
  • Where trusts are involved, understand which individuals (settlors, trustees, beneficiaries) may be treated as beneficial owners under CTA rules.

3. Manage addresses and contact points strategically

• Use business addresses where allowed:
  • For some filings and roles (such as certain "company applicant" fields), a business address is permitted.
  • Privacy-conscious owners may prefer a stable office address to a home address when the law allows.
• Leverage registered agents smartly:
  • In New York and other states, you can often use a professional registered agent service address for service of process and some public records.
• Avoid casual use of personal emails:
  • Centralize communications through a corporate compliance inbox that is not personally identifying.

4. Create a BOI change protocol

1. Define "trigger events":
   • Equity transfers or new issuances crossing 25% thresholds.
   • Changes in officers or managers with substantial control.
   • Relocations or ID document renewals for beneficial owners.
2. Set reporting workflows:
   • Designate a compliance owner (often in legal or finance) who must be notified of trigger events.
   • Build in a review step with counsel for complex changes before submitting updated filings.

5. Communicate with beneficial owners

• Owner questionnaires:
  • Use standardized forms to collect the required data from each owner once, with clear privacy notices.
• Confidentiality commitments:
  • For investors and partners, describe how you will store and share their data and under what legal regimes.
• Onboarding and exits:
  • Integrate BOI data collection into investor or member onboarding and set up offboarding procedures when people fall below reporting thresholds.

When should you hire a lawyer or compliance expert for CTA and New York transparency issues?

You should consider hiring a lawyer or compliance expert when your ownership structure is complex, your risk tolerance is low, or you have entities in multiple jurisdictions like New York that layer additional rules on top of the CTA. Simple, single-owner LLCs may be able to handle basic filings themselves, but most multi-owner or investor-backed businesses benefit from professional guidance.

The cost of a targeted consultation is usually much lower than the cost of extended non-compliance, restatements, or a regulatory dispute.

Situations where expert help is especially valuable

• Complex ownership chains:
  • Multiple holding companies, cross-holdings, or minority investors.
  • International owners or mixed U.S./non-U.S. owner groups.
• Use of trusts or estate planning vehicles:
  • Where trusts hold membership interests, beneficiaries are dispersed, or powers are shared.
• Venture-backed or PE-backed companies:
  • Board-level and protective provisions can create "substantial control" that needs careful mapping.
• Businesses with sensitive profiles:
  • High-profile individuals, security-sensitive industries, or politically exposed persons.
• Multiple states or international footprint:
  • Where you must align CTA compliance with state laws like those in New York and potentially other states that may follow suit.

What a good adviser will typically do

• Conduct a BOI impact assessment across your entity group.
• Provide a matrix of reporting obligations by entity (CTA, New York, other states, foreign regimes).
• Draft ownership and control maps that can be reused for future filings or diligence.
• Prepare and submit initial and updated BOI reports and New York filings.
• Help you establish internal policies and training so the process runs smoothly year after year.

What are the next steps for business owners affected by CTA and New York's 2026 transparency rules?

Business owners should immediately inventory their entities, determine which are covered by the CTA and New York's upcoming law, and build a simple but robust compliance plan. The aim is to avoid last-minute scrambles in 2025 and 2026 and to integrate beneficial ownership reporting into your standard corporate governance.

Action checklist

1. Identify all entities:
   • List every company you own or control, including inactive entities.
   • Flag which are formed or registered in New York.
2. Determine coverage and exemptions:
   • For each entity, decide whether it is a "reporting company" under the CTA.
   • Check whether any federal exemption applies (large operating company, tax-exempt, regulated financial institution, etc.).
   • For New York LLCs, decide whether you will file BOI or an exemption attestation.
3. Gather beneficial owner data:
   • Collect required data from each beneficial owner using a standard form.
   • Confirm accuracy and keep secure records.
4. Calendar all deadlines:
   • Record CTA filing and update deadlines based on entity formation dates.
   • Record New York initial filing and transition deadlines leading into 2026 and 2027.
5. Decide on DIY vs outsourcing:
   • For simple entities, decide if an internal person will handle BOI filings.
   • For complex structures or privacy-sensitive situations, engage counsel or a corporate services provider.
6. Build an ongoing update process:
   • Integrate BOI checks into capital raises, member transfers, and executive changes.
   • Ensure someone is responsible for filing updates within the 30-day change window.

If you expect to be affected by New York's 2026 rules and have not yet completed your CTA strategy, aligning both at once now is often the most efficient path: one ownership map, two coordinated filing workflows, and a single, repeatable governance process.