On March 1, 2024, the New York State legislature and Governor Hochul finally resolved their negotiations over New York’s own version of the Federal Corporate Transparency Act and the New York LLC Transparency Act (“LLCTA”) became law. Entities formed on or after January 1, 2026 will have to make an LLCTA filing within 30 days of their creation, while existing entities as of that date will have until January 1, 2027 to make their corresponding filings.

While the LLCTA generally follows the form of the Federal law, there are important differences:

• The LLCTA only applies to limited liability companies and not other forms of business entities (e.g. corporations).

• While the Federal law requires a change in the reported information to be filed within 30 days, there is no such requirement in the LLCTA. Instead, reporting entities must make an annual filing to either confirm or update the information reported in the initial filing.

• The same 23 exemptions from filing contained in the Federal law also apply to the LLCTA. However, under the New York law these exemptions are not self-effectuating; instead, an LLC must file an attestation of exemption describing the exemption on which it is relying and the basis therefor.

• There will be no need to upload copies of identification documents under the LLCTA.

• Among other penalties, the failure of an LLC to make its required LLCTA filing may result in its authority to do business in New York being suspended, although subsequent compliance with its filing obligation will result in such authority being restored retroactively.

• Note that the original version of the LLCTA in which the reported information would become part of a publicly available database has been changed and LLCTA filings will now enjoy similar confidentiality to the provisions of the Federal law.

As a reminder with respect to the Federal law, CTA filings for entities of all kinds formed prior to January 1, 2024 will be due by January 1, 2025. We will not be undertaking to make these filings on behalf of clients. However, we have subscribed to a service to which clients may also subscribe to make their filings online called FinCen Report (www.fincenreport.com). If you wish, we will be able to track your filings on FinCen Report to assist with any questions you may have but the ultimate responsibility for completing the filing will be the client’s. Of course, you can also make your online filing directly with the government without the use of a service company at www.fincen.gov/boi or utilize one of the other service companies which have been established to assist with CTA filings.

* * *

Please contact Joshua S. Levine, Esq., of the firm with any questions you may have at jlevine@dmlawyers.com or (914) 948-1556.