In December 2023, New York Governor Kathy Hochul signed the New York Limited Liability Company Transparency Act into law. The New York Limited Liability Company Transparency Act is modeled after the Federal Corporate Transparency Act, which took effect on January 1st of this year. The Act will require New York LLCs to file a Beneficial Ownership Interest (BOI) Report with the New York Secretary of State, similar to the BOI report all US companies are required to with the US Department of Treasury.
The same 23 filing exemptions that apply to the Federal Corporate Transparency Act will also apply to the New York Limited Liability Company Transparency Act. Guidance on if your company falls under these exemptions can be found at: https://www.fincen.gov/resources/statutes-regulations/guidance/guidance-determining-eligibility-exemption-currency.
If your company is exempt from reporting, you only need to file a report indicating that your company qualifies for an exemption. If your company does not qualify for any of the above exemptions, you will need to disclose which individuals hold beneficial ownership interest in your company.
A Beneficial Owner is defined as any individual who either owns at least 25% of the ownership interests or exercises substantial control over a reporting company. This requirement extends to both domestically formed companies and companies formed under the law of a foreign country that have registered with the New York Secretary of State to do business in New York.
LLCs that make BOI filings with the Federal Crimes Enforcement Network (FinCEN) will be able to file a copy of the same form with the Secretary of State in New York. New York LLCs formed on or before December 21st, 2024, must file their BOI report with the New York Secretary of State by January 1st, 2025. For an LLC formed or registered to do business in New York after December 21st, 2024, the initial report is due at the time of filing of the articles of organization or application for authority. An updated disclosure must be filed within 90 days of any change to the information reported to the Secretary of State. Failing to comply with the New York Limited Liability Company Transparency Act can result in a civil fine of $250 per entity and a public listing of noncompliance.
The BOI report will require each company to disclose basic information such as its legal name, any DBA names, physical address, and EIN. It will also require all beneficial owners to disclose their full legal name, date of birth, current business address, and unique identifying number from a valid government issued ID or Foreign Passport. The names of each beneficial owner for a company will be added to a public database after the BOI report is filed, but all other reported information will remain confidential except for law enforcement or as required to be disclosed pursuant to a court order.
The Wagoner Firm has been closely monitoring all information about the Corporate Transparency Act and the BOI reporting requirements and is committed to helping our clients work through the filing process. We remain available to discuss any specific questions or concerns you may have and can assist with the filing process at your convenience. Please do not hesitate to contact us!
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