If you're a compliance officer at a non-US LLC authorized to do business in New York, you have until December 31, 2026, to file beneficial ownership information with the New York Department of State under the New York LLC Transparency Act. This template guides you on what to disclose, how to structure your submission, and how to ensure compliance before the deadline.
Purpose of This Template
The New York LLC Transparency Act, effective January 1, 2026, mandates non-US LLCs doing business in New York to file a beneficial ownership disclosure or an attestation of exemption. This template assists in preparing the disclosure if your entity doesn't qualify for one of the 23 exemptions under the Corporate Transparency Act. You'll identify individuals who own 25% or more of your LLC or exercise substantial control over it.
Prerequisites
Before using this template, confirm:
Entity Classification: Your entity must be an LLC formed outside the United States. The New York Limited Liability Company Act defines "foreign LLC" as an unincorporated organization formed under non-US laws where some or all persons entitled to receive distributions or exercise voting rights have limited liability for the organization's contractual obligations. If your jurisdiction doesn't use the term "LLC," analyze whether your entity structure meets this definition.
Authorization Status: You must be authorized to do business in New York State. If authorized before January 1, 2026, your deadline is December 31, 2026. If filing for authority on or after January 1, 2026, submit your beneficial ownership disclosure within 30 days of your application for authority.
Exemption Review: Review the 23 exemption categories in Section 5336(a)(11)(B) of the US Code. If you qualify, file an attestation of exemption instead of this disclosure.
The Template
BENEFICIAL OWNERSHIP DISCLOSURE STATEMENT
New York LLC Transparency Act
PART 1: REPORTING COMPANY INFORMATION
Legal Name of LLC: _________________________________
Jurisdiction of Formation: _________________________
Date of Formation: _________________________________
New York Authorization Number: _____________________
Principal Business Address: ________________________
__________________________________________________
Tax Identification Number: _________________________
PART 2: BENEFICIAL OWNER IDENTIFICATION
Complete for each individual who meets either criterion:
- Owns 25% or more of the LLC's ownership interests, OR
- Exercises substantial control over the LLC
Beneficial Owner #1
Full Legal Name: ___________________________________
Date of Birth: _____________________________________
Current Residential Address: _______________________
__________________________________________________
Unique Identifying Number and Issuing Jurisdiction:
[ ] Passport: ____________________________________
[ ] Driver's License: ____________________________
[ ] State/Local ID: ______________________________
Nature of Beneficial Ownership:
[ ] Owns 25% or more of ownership interests
[ ] Exercises substantial control (specify):
[ ] Senior officer
[ ] Authority to appoint/remove senior officers or majority of board
[ ] Important decision-making authority
[ ] Other substantial control (describe): ________
Percentage of Ownership Interest (if applicable): ____%
[Repeat for additional beneficial owners]
PART 3: APPLICANT INFORMATION (if filing within 30 days of authorization)
Complete for each individual who filed or directed the filing of the application for authority to do business in New York:
Applicant #1
Full Legal Name: ___________________________________
Date of Birth: _____________________________________
Current Residential Address: _______________________
__________________________________________________
Unique Identifying Number and Issuing Jurisdiction:
[ ] Passport: ____________________________________
[ ] Driver's License: ____________________________
[ ] State/Local ID: ______________________________
[Repeat for additional applicants]
PART 4: CERTIFICATION
I certify under penalty of perjury that the information provided in this disclosure is true, complete, and correct to the best of my knowledge.
Name of Authorized Representative: __________________
Title: ____________________________________________
Signature: ________________________________________
Date: _____________________________________________
Customizing the Template
Substantial Control Analysis: The "substantial control" criterion requires judgment. Review your governance documents. An individual exercises substantial control if they're a senior officer (CEO, CFO, general counsel, COO, or equivalent), have authority to appoint or remove senior officers or a majority of the board, make important decisions about the LLC's business or structure, or have any other form of substantial control. Document your reasoning for each determination.
Ownership Calculation: Calculate ownership interests according to your operating agreement. Include both direct and indirect ownership. If an individual owns 30% of Entity A, and Entity A owns 50% of your LLC, that individual has 15% indirect ownership in your LLC. Aggregate all pathways to determine if someone crosses the 25% threshold.
Identification Documents: Choose the strongest identification document available. Passports are generally preferred for non-US individuals. If using a driver's license or state ID, ensure it's current and includes a photograph.
Annual Updates: This isn't a one-time filing. You must file annual updates. Set a recurring calendar reminder for 60 days before your anniversary date to review and update beneficial ownership information. Any changes to beneficial owners, their identifying information, or the nature of their ownership must be reported.
Multiple Beneficial Owners: If you have more than three beneficial owners, add additional sections. Don't compress information to fit the form; the New York Department of State needs complete disclosure for each individual.
Validation Steps
Before submitting your disclosure, complete these checks:
Cross-Reference Corporate Records: Compare your beneficial ownership list against your cap table, operating agreement, and board resolutions. Every individual with 25% or more ownership should appear. Every senior officer should be evaluated for substantial control.
Verify US Person Status: Under the Corporate Transparency Act changes made by FinCEN in March 2025, US persons are exempt from being reported as beneficial owners of foreign reporting companies. However, the New York Act doesn't explicitly adopt this exemption. Until the New York Department of State clarifies, include US persons in your disclosure to avoid non-compliance risk.
Document Retention: Keep supporting documentation for each beneficial owner determination. If the New York Department of State questions your filing, you'll need to produce your analysis showing how you identified substantial control or calculated ownership percentages.
Exemption Reconsideration: Before finalizing this disclosure, review the 23 exemption categories one more time. If your LLC qualifies as an exempt company, file an attestation of exemption instead. The attestation is simpler and doesn't require disclosing individual beneficial owner information.
Filing Method Confirmation: Check the New York Department of State's Beneficial Owner Disclosure website for current filing procedures. As of the Act's effective date, the Department has published forms and FAQs. Confirm you're using the current version and following the specified submission process.
Deadline Tracking: If you were authorized before January 1, 2026, your deadline is December 31, 2026. If you're filing for authority on or after January 1, 2026, you have 30 days from your application date. Miss either deadline and you risk penalties and potential suspension of your authority to do business in New York.
The New York LLC Transparency Act creates a parallel disclosure regime to the Corporate Transparency Act, but with state-level enforcement. Your filing goes to the New York Department of State, not FinCEN. Don't assume that filing under the Corporate Transparency Act satisfies your New York obligation; these are separate requirements with separate deadlines and separate consequences for non-compliance.
