New York LLC Transparency Act: New BOI Filings for Non-U.S. LLCs in New York

New York has switched on a state-level beneficial ownership information (BOI) filing requirement for certain companies. As of January 1, 2026, the rule targets a narrow group: non-U.S. (foreign-country) LLCs that are authorised to do business in New York and do not qualify for an exemption.

This update matters for international groups, founders, and holding structures that used a non-U.S. LLC and registered it in New York for contracts, banking, leasing, staffing, or customer operations.

Who must file

You must file in New York if all of the following are true:

  • The entity is an LLC formed under the law of a foreign country (non-U.S.).

  • The LLC is authorised to do business in New York.

  • The LLC is not exempt under the exemption framework New York uses (mirroring the federal CTA exemption categories).

If your LLC is exempt, you generally still have to file in New York — but you file an Attestation of Exemption instead of a full BOI disclosure.

What information is reported

For each individual who exercises “substantial control” or owns/controls 25% or more, New York requires:

  • Full legal name

  • Date of birth

  • Current home or business street address

  • Unique ID number from an acceptable ID (for example, passport / driver’s license / government ID)

New York’s filings are treated as confidential with limited access (for example, law enforcement and other permitted uses).

Deadlines you should calendar

New York applies two main timing rules:

  • If your non-U.S. LLC was authorised in New York before January 1, 2026:
    You must file the BOI disclosure or exemption attestation by December 31, 2026.

  • If your non-U.S. LLC is authorised on or after January 1, 2026:
    You must file within 30 days of submitting the New York authority filing.

New York also expects annual filings (either confirming/updating BOI or re-confirming exemption status).

How to file (current NYDOS process)

New York’s Department of State (NYDOS) provides official forms and instructions. At the moment, filing is handled using PDF forms submitted by email, with an online portal listed as “coming soon.”

Key operational points:

  • Do not file by mail/fax due to confidential information.

  • NYDOS lists a $25 filing fee per BOI statement / exemption attestation.

Because this is a compliance filing with personal identifiers, the biggest practical risk is not complexity — it’s getting the scope, exemption logic, and ownership/control mapping right the first time.

What happens if you don’t file

New York’s enforcement framework is not just a reminder email.

  • NYDOS can mark entities as noncompliant and move them toward “suspended” status if they still do not file after notice. Suspended entities are prohibited from conducting business in New York until reinstated.

  • Reinstatement can require: the missing filing, fees, and a $250 fine, plus confirmation that any Attorney General penalties are satisfied.

  • The New York Attorney General can seek fines of up to $500 per day for ongoing noncompliance and has additional enforcement tools.

For companies relying on New York operations (contracts, receivables, leasing, staff), the business impact can be larger than the filing fee.

Practical compliance checklist for foreign founders and groups

Use this as a clean internal workflow:

  1. Confirm entity type and jurisdiction
    Is it truly a non-U.S. (foreign-country) LLC and authorised in NY?

  2. Map “substantial control” and 25% ownership
    Include indirect ownership chains and real decision-makers.

  3. Run exemption screening
    If exempt, prepare an Attestation of Exemption (not a BOI disclosure).

  4. Prepare IDs and addresses
    Ensure the ID type fits NYDOS requirements and details are consistent.

  5. File and schedule annual updates
    Treat this like a recurring compliance item.

How Yudey can help

Yudey supports international owners with New York BOI compliance as a packaged service:

  • Eligibility and scope review (confirm whether your entity is in-scope under NY rules)

  • Exemption analysis and preparation of the exemption attestation (if applicable)

  • BOI disclosure preparation (ownership/control mapping + form completion)

  • Annual filing calendar and compliance reminders for ongoing updates

  • Clean recordkeeping pack for audits, banking, and counterparties

If you want this handled end-to-end, send your entity name, jurisdiction of formation, NY authority date, and a simple cap table/ownership chain — and we’ll come back with the fastest compliant path.