What information must be disclosed?
The disclosure statement must identify each beneficial owner of the LLC and each applicant of the LLC by (1) full legal name; (2) date of birth; (3) current home or business street address; (4) a unique identifying number from (i) an unexpired passport; (ii) an unexpired state driver’s license; (iii) an unexpired state identification card or document issued by a state or local government agency or tribal authority for the purpose of identification of that individual.
The terms “beneficial owner” and “applicant” have the same meanings that the terms “beneficial owner” and “company applicant” have under the CTA with respect to LLCs.
Who is required to file an attestation of exemption in New York?
Every LLC formed or authorized to do business in New York that is exempt from filing a beneficial ownership information (BOI) report under the CTA must file an attestation of exemption, under penalty of perjury, including the specific exemption claimed and the facts on which the exemption is based.
When do beneficial ownership disclosures and attestations of exemption have to be filed in New York?
Once new sections 1106, 1107, and 1108 go into effect (January 1, 2026), beneficial ownership disclosures and attestations of exemption will have to be filed by newly formed LLCs and newly authorized foreign LLCs within 30 days of an initial filing of articles of organization or an application for authority.
Within one year of the effective date, all previously formed or authorized LLCs must file either a beneficial ownership disclosure or attestation of exemption.
Once the initial beneficial ownership disclosure has been filed, all LLCs that are reporting companies must file an annual statement (1) confirming or updating their beneficial ownership disclosure information; (2) street address of principal executive office; (3) status as exempt company, if applicable; and (4) other information as may be designated by the Department of State. LLCs that have filed an attestation of exemption are also subject to an annual reporting requirement.
How and where are the filings made in New York?
All beneficial ownership disclosures and attestations of exemption will be filed with the Department of State and must be submitted electronically in the form and manner as prescribed by the Department of State.
Who will have access to the New York reported information?
Information related to beneficial owners will be maintained in a secure database and deemed confidential except (1) pursuant to the written request or voluntary consent of the beneficial owner; (2) by court order; (3) to officers or employees of federal, state or local government agencies where necessary for the agency to perform its official duties; or (4) for a valid law enforcement purpose including a purpose relevant to an investigation by the attorney general.
Are there penalties for non-compliance in New York?
Various penalties may be imposed under circumstances detailed in Sec. 1108, including monetary penalties for reporting companies failing to file by the due date, and the possible suspension or dissolution or cancellation of an LLC.
What’s next?
There are many issues regarding the implementation of this beneficial ownership disclosure requirement that are in need of clarification. The bill states that the Secretary of State may promulgate regulations necessary to effectuate the provisions of the bill. CT Corporation will monitor further developments regarding this new law and will inform readers when these developments become available.
S.B. 8059 can be viewed here: https://nyassembly.gov/leg/?default_fld=&leg_video=&bn=S08059&term=&Summary=Y&Text=Y
