New York Department of State Issues Additional Guidance Under the NY LLC Transparency Act

On December 31, 2025, the New York Department of State (the “DOS”) published a webpage for the New York Limited Liability Company Transparency Act (the “NY LLCTA”), including filing instructions, a filing form, and FAQs. As discussed in our December 30, 2025 client alert, the NY LLCTA took effect on January 1, 2026 and, following Governor Hochul’s recent veto of proposed amendments that would have restored the original, broader scope, applies only to a narrow category of non-US limited liability companies authorized to do business in New York.

While much of the DOS guidance reiterates requirements already set forth in the NY LLCTA and summarized in our prior client alerts, the FAQs provide several important clarifications.

Key Clarifications in the DOS FAQs

1. $25 Filing Fee: The DOS FAQs provides that a $25 filing fee applies to each beneficial ownership statement and attestation of exemption.
2. Domestic Entities Are Not Required to File Exempt Company Attestations: As discussed in our December 30, 2025 client alert, there had been uncertainty regarding whether US-formed limited liability companies authorized to do business in New York would be required to file “exempt company” attestations. The DOS FAQs clarify that domestic (US-formed) entities are not required to make any filings under the NY LLCTA, including exempt company attestations.
3. US Beneficial Owners Need Not Be Reported: The DOS FAQs also confirm that foreign reporting companies are not required to report information regarding US beneficial owners, resolving another issue that had remained unclear.

Reminder: Who Must File and When

The NY LLCTA applies only to limited liability companies formed outside the United States that are authorized to do business in New York and are not eligible for an enumerated exemption. Entities that qualify for an exemption are required to file an attestation of exemption, rather than a beneficial ownership disclosure statement.

The filing deadlines are as follows:

• Entities that are not authorized to do business in New York prior to January 1, 2026, must file within 30 days of filing with the DOS an application for such authority;
• Entities authorized to do business in New York prior to January 1, 2026 must file by December 31, 2026; and
• Annual filings are required thereafter.

Takeaway

The DOS FAQs largely confirm the narrow scope of the NY LLCTA and provide welcome clarity on several open questions, particularly with respect to filing fees, domestic entities, and the treatment of US beneficial owners. Non-US limited liability companies authorized to do business in New York should review the DOS guidance and consult with counsel to ensure compliance with the NY LLCTA’s requirements.