New York Beneficial Ownership Reporting for Non-U.S. LLCs Effective 2026

Effective January 1, 2026, certain LLCs must file beneficial ownership disclosures with the New York Department of State (DOS).

Who Is Covered?

The filing requirement generally applies to LLCs formed under the laws of a foreign country (non-U.S. LLCs) that are authorized to do business in New York State, unless an exemption applies.

Who Is Exempt?

U.S. LLCs, including New York-formed LLCs and out-of-state/U.S. territory LLCs (including Puerto Rico) authorized to do business in New York are exempt from these reporting requirements.

What Must Be Filed?

• If not exempt: an initial Beneficial Ownership Disclosure Report, plus an annual filing thereafter.
• If exempt: an initial Attestation of Exemption, plus an annual attestation thereafter. If an entity later ceases to qualify for an exemption, it must file a beneficial ownership disclosure report.

What Information Is Reported?

For each non-exempt beneficial owner who exercises substantial control or owns/controls 25% or more, the report includes identifying information such as name, DOB, address, and an ID number from an acceptable document.

Note: Reporting companies are not required to include beneficial ownership information for owners who are U.S. persons (including Puerto Rico and other U.S. territories).

Deadlines

• Non-U.S. LLCs authorized in NY before January 1, 2026: file by December 31, 2026.
• Non-U.S. LLCs authorized in NY on/after January 1, 2026: file within 30 days of the application for authority.

Fee

The filing fee is $25 per beneficial ownership disclosure statement or attestation of exemption.

Exemptions

There are 23 exemption categories, including certain regulated financial institutions, governmental authorities, registered accounting firms, tax-exempt entities, and a “large operating company” exemption (which tracks the federal CTA-style definition described by DOS).

Penalties for Noncompliance

DOS guidance describes status changes (past due/delinquent), potential fines, possible suspension, and the Attorney General’s authority to assess penalties of up to $500/day (and potentially pursue dissolution/cancellation in severe cases).

Questions?

Please contact a member of the Porte Brown International Tax Services team.