New York's LLC disclosure law is live, and foreign-country LLCs must file by December 31, 2026

An LLC formed under a foreign country’s law and authorized to do business in New York before 2026 has until December 31, 2026 to file a beneficial ownership disclosure or an attestation of exemption with the Department of State. Missing it starts a penalty ladder that ends with suspension of the company’s authority to do business in New York.

A New York LLC owned by Americans files nothing. Neither does an LLC formed in Delaware, Wyoming or any other U.S. state. The law reached that narrow scope by accident: it borrows the federal Corporate Transparency Act’s definitions, so when FinCEN exempted U.S. companies in March 2025, New York’s law shrank with it. Governor Hochul vetoed a bill in December 2025 that would have given New York its own definitions and kept domestic LLCs in.

In New York, the LLC disclosure duty falls only on LLCs formed under a foreign country’s law, and it rides on federal definitions that can change.

What filing looks like

The filing is a disclosure of each non-U.S. beneficial owner (name, date of birth, address and an identification number) or an attestation that the company is exempt. U.S. persons are not reported. The fee is $25 per statement. Filing is by emailed PDF for now; the Department of State’s online portal is marked “coming soon.” Penalties run up to $500 a day, plus a $250 fine to cure.

The statute says pre-existing companies file “within one year of the effective date,” which some advisors read as January 1, 2027. The Department of State says December 31, 2026. We use the agency’s date.

Why it matters for real estate

Offshore buyers of New York property often hold through a foreign-formed company that registers in New York. That company files. A suspended LLC can struggle to close a sale or sue a tenant in New York, so the cheapest structuring move is to calendar the filing now. And because the scope tracks FinCEN’s definitions, a future federal reversal would pull domestic LLCs back into New York’s regime without a new state law.