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New Federal Requirement and New York State Law Now in Effect for Companies

Updated January 3, 2024.

UPDATED: The following information has been updated as of March 21, 2024, to include information on New York Senate Bill 8059 which amends the original New York LLC Transparency law.

As of January 1, 2024, many companies are required to report beneficial ownership information (BOI) to the Financial Crimes Enforcement Network (FinCEN), a bureau of the U.S. Department of the Treasury. Data from this reporting will be made accessible to law enforcement and regulatory authorities to uncover misconduct, however, the data will not be made public. Companies required to report are called “reporting companies.”

Federal BOI Reporting Requirement

Your company may be required to file a report to FinCEN if it is:

  1. A corporation, a limited liability company (LLC), or was otherwise created in the United States by filing a document with a secretary of state or any similar office under the law of that state or Indian tribe; or
  2. A foreign company and was registered to do business in any U.S. state or Indian tribe by such a filing.

Not every company is required to report to FinCEN, there are 23 types of entities that are exempt from BOI reporting requirements (see here for exemptions). Reporting deadlines are as follows:

  • Existing companies – January 1, 2025.
  • If your company was created or registered on or after January 1, 2024, and before January 1, 2025, you must report BOI within 90 calendar days after receiving actual or public notice that your company’s creation or registration is effective, whichever is earlier.
  • If your company was created or registered on or after January 1, 2025, you must file BOI within 30 calendar days after receiving actual or public notice that its creation or registration is effective.
  • If, after filing the report, there are changes to the reported information, depending on the change (such as a change in ownership of the reporting company, change of addresses, etc..), you will need to update the information by filing an update to the report within 30 days of the change.

The above information as well as additional information regarding federal BOI reporting requirements may be accessed here:

New York State LLC Transparency Act

Governor Hochul signed the LLC Transparency Act which is in effect as of January 1, 2024. The LLC Transparency Act creates a database of the beneficial owners of Limited Liability Corporations. The database will be accessible to Federal, State, and local government law enforcement across New York State, but will not be made available publicly.

On March 1, 2024, Governor Hochul signed Senate Bill 8059 which amended the Transparency Act. This bill requires that all domestic and foreign LLCs registered to do business in New York state file either a beneficial ownership disclosure or an attestation of exemption (see here for exemptions). with the New York Department of State.

The beneficial ownership disclosure law goes into effect January 1, 2026. All LLCs formed on or after January 1, 2026, must file beneficial ownership disclosure or attestations of exemption within 30 days of the initial LLC filing. All previously formed LLCs must file a beneficial ownership disclosure or attestation of exemption by January 1, 2027.

Filing is to be completed electronically with the Department of State and as prescribed by the Department of State. Additional filing process details are still to come.

Lacy Katzen LLP’s Corporate team is here to help. If you have any questions about these new regulations, please contact one of the following members of our corporate team: Ryan Hayes, Matthew Ryen, Craig Welch or Jennifer Chadwick at 585.454.5650.

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