New York LLC Transparency Act (2026): Who Must File?

Current as of May 2026 · Reviewed 2026-05-22 · General information, not legal advice

The New York LLC Transparency Act (NY LLCTA) took effect January 1, 2026. Headlines made it sound like every New York LLC owner must register their name. After a December 19, 2025 veto, that's not what happened for most U.S. operators.

The 10-second answer

After Governor Hochul vetoed the expansion bill, the act applies only to LLCs formed outside the United States that register to do business in New York.

LLCs formed in any U.S. state or territory — Wyoming, New Mexico, Delaware, New York itself — are exempt from NY LLCTA reporting.

The act was originally written to cover U.S. LLCs too. The exemption for U.S.-formed LLCs is a policy decision the state could revisit. Treat "U.S.-formed LLCs exempt in NY" as true as of May 2026, subject to change.

Federal BOI: U.S.-formed LLCs also have no federal BOI report under FinCEN's March 2025 interim final rule — interim, not finalized, subject to change. See BOI Reporting Explained.

Does it apply to you?

Step 1 — Where was your LLC formed?

U.S. state or territory (WY, NM, DE, NY, etc.)? → Exempt. No NY LLCTA disclosure, even if you operate in New York. (Sidley summary)
Foreign (non-U.S.) law? → Continue to step 2.

Step 2 — Foreign-formed LLC authorized in NY?

You are a "reporting company" under NY LLCTA. File a confidential beneficial-owner disclosure with the NY Department of State — not a public owner directory. (NY DOS)

Deadlines for covered foreign LLCs:

Authorized before January 1, 2026: initial disclosure by December 31, 2026
Authorized on or after January 1, 2026: within 30 days of application for authority, then annual statements

How it got here

Date	Event
Late 2023 / early 2024	NY enacts LLCTA, modeled on federal CTA, effective 2026
March 2025	FinCEN narrows federal BOI to foreign-formed entities only
Dec 19, 2025	Governor vetoes amendment that would broaden NY scope (Seyfarth Shaw)
Jan 1, 2026	NY LLCTA in force — foreign-formed LLCs only (Simpson Thacher)

Who files vs. who doesn't

No NY LLCTA filing

LLCs formed in any U.S. state or territory
Exempt whether or not authorized to do business in New York
Also exempt from federal BOI under the March 2025 interim rule (as of May 2026, subject to change)

Must report to NY DOS

LLCs formed under non-U.S. law registered to do business in New York
Confidential disclosure to NY Department of State (not a public directory of owners)

NY operator FAQ

I run a Wyoming LLC that does business in New York. Do I file?

No. U.S.-formed LLCs are exempt. You also have no federal BOI report under the interim rule — both subject to change.

Should I form in New York or Wyoming/New Mexico?

For NY LLCTA purposes, both U.S.-formed choices are exempt. The privacy difference is public records: WY, NM, and DE don't publish member names on formation filings; NY rules differ. Choose with counsel based on your facts.

Could the scope change again?

Yes. The Legislature passed an expansion; the Governor vetoed it. A future bill could broaden scope to U.S.-formed LLCs.

Does exemption make me judgment-proof?

No. NY LLCTA exemption is about reporting, not creditor shielding. See What an Anonymous LLC Does NOT Do.

Keep reading

BOI Reporting Explained
Will BOI Reporting Return in 2026?
Wyoming vs New Mexico vs Delaware — state choice for NY operators

General information, not legal advice. Default Privacy is not a law firm.