UPDATED March 25, 2025: Update on Beneficial Ownership Reporting Requirements
The Financial Crimes Enforcement Network (FinCEN) has announced a key change to beneficial ownership reporting required by the Corporate Transparency Act pursuant to an interim final rule published by FinCEN. Following this change and pending any further changes to the reporting requirements, all entities created in the United States — including those formerly classified as “domestic reporting companies” — along with their beneficial owners, are now exempt from the requirement to report beneficial ownership information (“BOI”).
Additionally, existing foreign companies subject to BOI reporting have been granted at least 30 extra days from the publication date of the interim final rule to comply.
Additional information may be found in this press release and this alert.
BOI Filing Requirements for LLCs in New York – What we know as of March 25, 2025
Starting January 1, 2026, limited liability companies (“LLCs”) formed in New York under state law (“Domestic LLCs”) after January 1, 2026, and LLCs formed in another jurisdiction but authorized to do business in New York (“Foreign LLCs”) after January 1, 2026 will be required to file beneficial ownership disclosures or attestations of exemption within 30 days of submitting their articles of organization or application for authority.
Additionally, all existing LLCs (those formed or authorized before January 1, 2026) must submit either a beneficial ownership disclosure or an attestation of exemption by January 1, 2027.
After the initial filing, LLCs classified as reporting companies will be required to submit an annual statement that includes:
- Confirmation or updates to beneficial ownership information;
- The street address of the principal executive office;
- Status as an exempt company (if applicable); and
- Any additional information as required by the Department of State.
LLCs that file an attestation of exemption will also need to submit an annual report to maintain compliance.
Where and how are filings submitted?
All beneficial ownership disclosures and attestations of exemption must be filed electronically with the New York Department of State, using the system and format they prescribe.
UPDATED March 3, 2025:
CTA requirements deadlines have been extended again. The new deadlines are:
March 21, 2025: For most reporting companies.
*Later Deadlines: If your company was previously provided a deadline later than March 21, 2025, you must meet that later deadline. An example of being provided a later deadline would be companies that qualify for certain disaster relief extensions.
*On March 2, 2025, the U.S. Treasury Department announced it will not be enforcing penalties or fines associated with the BOI reporting rule. For additional information about the Treasury’s announcement please click here.
UPDATED: The following information has been updated as of January 13, 2025, to reflect the current status of the CTA:
- As of January 8, 2025, the Corporate Transparency Act (CTA) reporting requirements are on hold due to ongoing legal proceedings. Financial Crimes Enforcement Network (FinCEN) has acknowledged the suspension, indicating that filing is not required until the case is resolved.
The details:
The CTA mandates that many U.S. companies disclose their beneficial ownership information (BOI) to FinCEN to combat illicit financial activities. Initially, existing companies were required to file these reports by January 1, 2025.
In December 2024, the enforcement of the CTA experienced significant legal challenges:
- December 3, 2024: The U.S. District Court for the Eastern District of Texas issued a nationwide preliminary injunction, halting the enforcement of the CTA, citing constitutional concerns.
- December 23, 2024: The Fifth Circuit Court of Appeals stayed the injunction, effectively reinstating the CTA’s reporting requirements. In response, FinCEN extended the filing deadline to January 13, 2025, for existing companies.
- December 26, 2024: The Fifth Circuit vacated its previous stay, reinstating the nationwide injunction and pausing the CTA’s enforcement once again.
Businesses should stay informed about further legal developments concerning the CTA to ensure compliance once a definitive ruling is made.
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:
- 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
- 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.
