NY LLCTA & BOI: What New York Businesses Need to Know (vs. Federal CTA)
- SingleFile
- 3 days ago
- 4 min read
Updated: 2 days ago
Business transparency remains a priority for regulators, and the states are starting to get into the game. The federal Corporate Transparency Act (CTA) was narrowed in March 2025 so that only reporting companies formed under the law of a foreign country and registered to do business in the U.S. are subject to its reporting requirements; domestic companies and U.S. persons are no longer required to file under the current rule.
While New York’s LLC Transparency Act (LLCTA) was enacted with the intent of applying broadly to all LLCs formed or registered to do business in New York, as of today, it only applies to LLCs formed in foreign countries and registered in the state. This is because key terms in the New York law are defined by language in the federal law.
An amendment to decouple the NY LLCTA from the CTA was passed by the New York Assembly but the governor vetoed the bill.
If you operate an LLC or similar entity, which was formed outside the U.S., in New York, it’s essential to understand what’s still required federally and in New York.
Why these laws exist
Both frameworks aim to deter illicit activity by identifying the individuals who ultimately own or control companies.
After being modified by the current administration, the CTA now targets reporting companies formed outside the U.S. and registered in the U.S. Because New York’s LLCTA references the CTA for key terms, it is similarly restricted to LLCs or similar entities formed outside the U.S. and registered in New York.
Federal CTA (as narrowed in 2025): Quick overview
As of March 26, 2025, FinCEN’s interim final rule (IFR) exempts U.S. (domestic) reporting companies and U.S. persons from BOI reporting.
The CTA’s BOI filing obligation continues to apply to qualifying entities formed under the law of a foreign country and registered in the U.S. (foreign reporting companies). The Treasury also announced it will not enforce penalties against domestic reporting companies under the narrowed regime.
Key points:
Who must file: Foreign reporting companies must file for non-US citizens who are Company Applicants or Beneficial Owners.
Where to file: FinCEN BOI e-filing system.
Deadline: 30 days after notice of registration.
Note: The underlying CTA legislation has not been modified and is subject to change by additional rule-making. If policy shifts again, we’ll update this guidance.
New York’s LLC Transparency Act (LLCTA)
Effective January 1, 2026, New York requires many non-U.S. LLCs or similar entities that are registered in NY to disclose BOI to the New York Department of State (NYDOS).
The LLCTA mirrors many federal concepts (beneficial owner definition, company applicants, and exemptions) but is state-administered, with limited public visibility for certain fields. At the moment, reports can only be submitted by email with a $25 filing fee. An online portal is in development.
LCTA vs. CTA (2025–2026): What’s different now
Topic | Federal CTA | New York LLCTA |
Who files | Foreign reporting companies registered to do business in the U.S. (domestic companies exempt under IFR) | LLCs and similar entities formed outside U.S. registered to do business in NY |
Admin / Where | FinCEN (federal) | NY Dept. of State (state) |
Effective | Jan 1, 2024, narrowed via IFR Mar 26, 2025 | Jan 1, 2026 |
Exemptions | 23 categories of regulated entities (applies to remaining foreign filers) | Substantially mirrors federal categories |
Public access | Non-public database | Non-public database |
Deadlines | 30 days after registration | For entities registered before 2026, Jan 1, 2027; for entities registered after 2025, 30 days from registration |
Annual report | No | For exempt and non-exempt LLCs |
Sources: FinCEN IFR; NY Department of State.
Who is a “beneficial owner”?
Under both frameworks, an individual who owns or controls ≥25% of ownership interests or exercises substantial control qualifies as a beneficial owner.
Who is a “company applicant”?
Under the CTA, a company applicant is defined as an individual who 1) was responsible for directing or controlling the filing of the document to register the entity with the applicable state secretary of state and/or 2) actually files such document.
Similarly, under the NY LLCTA, a company applicant is defined as an individual who 1) was responsible for directing or controlling the filing of the document with the New York Department of State to register an LLC to do business in New York and/or 2) actually files such document.
The big difference is that CTA only requires company applicants for registrations starting in 2024 and the NY LLCTA requires company applicants for all LLCs registered in New York that fall under the current reporting requirement.
Preparing for LLCTA (and any federal filings that still apply)
If you have a non-U.S. LLC registered in New York, you should prepare for LLCTA by:
Identifying all relevant LLCs.
Assessing exemption status (e.g., large operating company).
Collecting beneficial owner and control information (names and required identifiers).
Centralizing documentation (ownership records, changes, and evidence).
Reviewing data for consistency across federal and state submissions.
How SingleFile helps
SingleFile keeps entity and ownership data organized and filing-ready across jurisdictions:
Collect and manage BOI data (owners, applicants and control persons) in one place.
File BOI reports where applicable, including CTA and NY LLCTA submissions.
Store confirmations and evidence centrally alongside your entity records.
Integrate with related filings (annual reports, registered agent, foreign qualification) for a holistic compliance view.
With SingleFile, you have a clear path to compliance.
Bottom line
Currently, federal BOI reporting applies only to entities formed outside of the U.S. and registered in the U.S., while New York’s LLCTA requires BOI reporting for LLCs formed outside of the U.S. and registered in NY. Keep ownership data accurate, evidence organized, and filings consistent across jurisdictions to stay compliant with evolving rules.
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See how SingleFile’s automated platform helps businesses stay compliant in every state—without the headaches. Request a Demo today and experience compliance done right.
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