What Happened?

As a reminder for non-U.S. LLC companies authorized to do business in New York, the New York Department of State (NYDOS) posted guidance materials explaining the state’s ownership reporting law.

Overview

• Effective date: January 1, 2026.

• Applicable Companies: Limited liability companies (LLCs) formed outside the United States that are authorized to do business in New York must file either (1) a Beneficial Ownership Disclosure or (2) an Attestation of Exemption, depending on whether they qualify for an exemption.

• Exempt Entities: Foreign-formed LLCs that qualify for a CTA-style exemption do not file beneficial ownership details but must file an Attestation of Exemption initially and annually (reaffirming the exemption).
  
• What New York published: A guidance webpage, filing instructions, forms, and frequently asked questions (including additional compliance materials and a process for law enforcement access).

Why this matters:

• Many companies do not have to file at all: United States–formed companies do not have any filing obligations under this law.

• For covered foreign companies, reporting is ongoing: New York requires annual filings (not a one-time filing).

• Reduced reporting burden for some owners: Covered foreign companies do not report owners who are “United States persons,” including citizens of Puerto Rico and other United States territories.

Key Risks for Employers

• Missed deadlines: Failure to file can trigger public status changes (for example, “past due,” “delinquent,” or “suspended”), creating operational and reputational risk.

• Financial penalties: Civil penalties can escalate quickly and may reach up to $500 per day for each day a required filing is late, plus additional state fees to restore good standing in certain situations.

• Business interruption: A suspended entity may be prohibited from conducting business in New York until filings and required payments are completed.

• Data and privacy exposure: The filing requires personal identifiers (for certain individuals), and the state does not allow the federal-style identifier alternative described above.

• Accuracy risk: Knowingly filing false information can lead to civil penalties and potential criminal enforcement.

• Classification uncertainty: Determining whether a non-United States entity qualifies as a “limited liability company” under New York law may require case-by-case legal analysis, especially where foreign legal forms do not match U.S. labels.

Additional Information

• Who must file (in-scope entities): Foreign formed (non-U.S.) LLCs authorized to do business in New York must file either (1) a Beneficial Ownership Disclosure (if non-exempt) or (2) an Attestation of Exemption (if exempt). U.S.-formed LLCs do not file under the NYDOS guidance currently in effect.
  

• What must be filed (for in-scope foreign LLCs) – Both are part of an annual filing cycle after the initial submission:
  • Non-exempt: Beneficial Ownership Disclosure; or  
  • Exempt: Attestation of Exemption.
  • Fee: $25 per filing.

• Timing and filing method:

• Initial filing: within 30 days after applying for authority on/after January 1, 2026; or by December 31, 2026, if authorized before January 1, 2026.

• Annual filings are required after the initial filing. Submissions will be through a state portal (forthcoming).

• The New York Department of State Beneficial Owner Disclosure page (https://dos.ny.gov/beneficial-owner-disclosure) states that, until the online portal is available, filings must be submitted by email dosCorpBOI@dos.ny.gov. The Department instructs filers not to submit them by mail or fax due to confidential information.

• Key content required: For each non‑U.S. beneficial owner and the applicant, the filing generally requires the individual’s name, date of birth, address, and an unexpired passport or other qualifying government-issued identification number. Federal identifier numbers are not accepted.

Bottom line: if an organization is a foreign‑formed limited liability company authorized to do business in New York, it should (1) confirm whether it is exempt, (2) prepare either an ownership disclosure or an exemption attestation, (3) meet the 30‑day or December 31, 2026, deadline as applicable, and (4) plan for annual filings going forward.

Source References

• New York – Beneficial Owner Disclosure (BOI)
• New York LLC Transparency Act Gets Amended (VensureHR)
• New York Enacts LLC Transparency Act Requiring Disclosure of Beneficial Owners (VensureHR)

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