NYLTA: Who Must Comply in NY & Foreign LLCs (2025)?

Intro

A New Era of Corporate Transparency Begins January 2026

New York is preparing to implement one of the most consequential business transparency measures in its history.
Beginning January 1, 2026, the New York LLC Transparency Act (NYLTA) will require every LLC — from newly formed startups to long-standing family companies and foreign LLCs authorized to operate in the state — to submit verified ownership information to the New York Department of State.

Unlike past reporting requirements, this mandate applies universally. Every active LLC must file, either by submitting a Beneficial Ownership Disclosure or, if eligible, an Exemption Attestation. There are no blanket exemptions. Even companies that meet an exemption category must formally declare it.

This shift is more than bureaucratic housekeeping. It signals the state’s move toward a clearer understanding of who owns and controls the entities doing business within its borders — a change driven by transparency, compliance, and consumer protection.

Understand What NYLTA Requires From Your LLC

NYLTA focuses on identifying the real individuals behind an LLC — those with meaningful ownership or actual control over the company’s decisions and operations.

Who Counts as a Beneficial Owner?

Under the law, two categories are reportable:

1. Individuals who own 25% or more of the LLC
This includes direct owners, indirect owners through intermediary companies, and anyone whose combined ownership across multiple layers meets or exceeds the 25% threshold.

2. Individuals with substantial control over the LLC
Control is not limited to ownership. It includes people who influence key decisions, manage operations, or exercise authority on behalf of the company.

Examples often include:

• Managing members

• Officers who can sign contracts or approve expenditures

• Individuals who direct major operations

• Property managers with financial authority

• Executives who oversee high-level decisions

NYLTA’s intent is clear: the state wants visibility into both the owners and the real decision-makers.

Preparing Your LLC For NYLTA Filing

To comply, every LLC must identify all reportable individuals and collect standardized information for each one. While final NYDOS forms have not yet been released, the following data requirements reflect the consensus among leading law firms and compliance analysts.

Information Your LLC Will Need

For each beneficial owner or individual with substantial control, gather:

• Full legal name

• Date of birth

• Residential or business street address

• A unique identifying number from a government-issued ID (driver’s license, state ID, or passport)

• A clear statement confirming ownership percentage or the nature of substantial control

For LLCs that qualify for an exemption, the requirement shifts — but does not disappear.
Exempt entities must file an Exemption Attestation to confirm their status. This filing contains only company-level information and does not include personal owner data.

The distinction is important:
Exemption changes what you file — not whether you file.

NYLTA Deadlines and The Annual Reporting Cycle

NYLTA introduces a structured timeline for compliance:

Existing LLCs

LLCs formed before January 1, 2026 must file their initial NYLTA submission no later than January 1, 2027.

New LLCs

LLCs formed on or after January 1, 2026 must submit their report within 30 days of formation or authorization.

Annual Update Requirement

Every LLC will be required to file an annual update confirming or revising:

• Beneficial ownership information

• Principal office address

• Exemption status (if applicable)

• Any newly required details set by the Department of State

This annual cycle is intended to ensure that New York’s records remain current as ownership or control changes.

A practical advantage of the system:
LLCs do not need to file every time a minor detail changes — they may report all updates during the annual statement, simplifying ongoing compliance.

Practical Examples: How it Applies to Real-World Scenarios

Control Without Ownership

A COO with the authority to execute contracts or authorize repairs may qualify as a beneficial owner — even with zero equity.

Layered Ownership Structures

If ownership is held through multiple entities, LLCs must identify individuals whose combined ownership across layers totals 25% or more.
The state wants to identify the humans behind complex structures.

When in Doubt, Report

Because NYLTA is designed to promote transparency, filing conservatively — and documenting your reasoning — is widely recommended by compliance professionals.

NYLTA.com’s system helps LLC owners identify who must be disclosed and flags inconsistencies that could lead to state-level questions.

A Modern Filing Experience Through NYLTA.com™

With the law introducing new compliance responsibilities, NYLTA.com provides an organized, secure, and guided process built specifically for the state’s requirements.

The platform offers:

• A structured, step-by-step filing workflow

• Automatic validation to reduce errors

• Secure encrypted submission

• Digital confirmation receipts for your records

• Bulk tools for CPAs and attorneys managing multiple clients

For many LLCs — especially those that have never completed a state-level ownership filing — the platform simplifies an otherwise technical and detail-heavy process.

Start Preparing Now

With hundreds of thousands of LLCs required to file, early preparation will be essential to avoiding delays and staying compliant as New York enters this new era of transparency.

Business owners can begin the process now by pre-registering at NYLTA.com/pre-registration

This ensures timely reminders, organized documentation, and a smooth transition once the filing portal opens.