New York Beneficial Ownership Disclosure Requirements Effective January 1, 2026

The New York Department of State has issued guidance regarding new beneficial ownership disclosure requirements that will affect certain limited liability companies authorized to do business in New York State beginning January 1, 2026.

These requirements are established under New York Limited Liability Company Law §§ 1106, 1107, and 1108.

Who Is Required to File

The disclosure requirement applies only to foreign limited liability companies that:

• Were formed under the laws of a foreign country, and

• Are authorized to do business in New York State, and

• Do not qualify for an exemption under New York law.

Domestic limited liability companies (those formed under U.S. law, including New York law) are not subject to the reporting requirement based on current NYDOS guidance.

What Information Must Be Disclosed

Qualifying, non-exempt foreign LLCs must report identifying information for individuals who either:

• Exercise substantial control over the company, or

• Own 25 percent or more of the company.

For each such individual, the following information must be provided:

• Full legal name

• Date of birth

• Current home or business street address

• A unique identifying number from a valid:

• Passport

• State driver’s license, or

• Other government-issued identification document

Exemptions

Some foreign LLCs may qualify for an exemption from the beneficial ownership disclosure requirement.

Entities that believe they are exempt are required to file an Attestation of Exemption with the New York Department of State. Exemption determinations are based on statutory criteria and should be reviewed carefully.

Filing Process and Fees

Based on current Department of State instructions:

• Beneficial Ownership Disclosure Reports must be completed using a PDF form provided by NYDOS

• Completed forms must be submitted by email to [email protected]

• A $25 statutory filing fee applies

• NYDOS has indicated that an online submission portal is expected to be available in the future

Why This Matters

These disclosure requirements may affect:

• Ongoing entity compliance

• Due diligence and transaction timelines

• Title, underwriting, and regulatory reviews involving foreign LLCs

Foreign LLCs authorized to do business in New York should ensure they understand these requirements and prepare accordingly.

Additional Information

For official forms, filing instructions, exemptions, and frequently asked questions, please visit the New York Department of State’s Beneficial Ownership Disclosure page:
https://dos.ny.gov/beneficial-owner-disclosure

This article is provided for informational purposes only and does not constitute legal advice. Entities with questions regarding applicability or compliance should consult qualified legal counsel.