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Understanding Beneficial Owner Disclosure for Foreign LLCs in New York (Effective 2026)

6 Jan 2026 Beinhaker Law

Beginning January 1, 2026, foreign limited liability companies (LLCs) authorized to do business in New York State will face a new compliance requirement: the filing of beneficial owner disclosure (BOD) statements. This change, stemming from recent amendments to New York’s Limited Liability Company Law, aims to increase transparency by requiring certain business entities to report identifying information about their beneficial owners.

Foreign LLCs — those formed under the laws of another country — will be required to submit both initial and annual disclosure statements to the New York Department of State. While domestic LLCs are not subject to this law, exempt foreign entities must still file formal attestations of exemption. With penalties for noncompliance and strict deadlines in place, it’s essential for affected businesses to understand their obligations and prepare accordingly.

In this article, we’ll break down what the beneficial owner disclosure entails, who it applies to, key filing timelines, exemptions, and how foreign LLCs can stay compliant with New York’s new regulatory landscape.

 

What Is Beneficial Owner Disclosure?

As regulatory efforts ramp up to combat illicit financial activity, beneficial owner disclosure has emerged as a key compliance measure across jurisdictions, including New York State. At its core, this disclosure requirement mandates that certain business entities — in this case, foreign LLCs authorized to operate in New York — must reveal the individuals who ultimately own or control them.

A beneficial owner is generally defined as a person who:

  • Directly or indirectly owns 25% or more of the company’s interests, or
  • Exercises substantial control over the entity, even without formal ownership.

The goal of beneficial ownership reporting is to increase transparency in business structures and prevent bad actors from hiding behind anonymous shell companies.

In practice, the beneficial owner disclosure statement must include:

  • Full legal name
  • Date of birth
  • Residential address
  • Passport or driver’s license number

 

Who Is Affected by the New York 2026 Disclosure Requirement?

The 2026 disclosure rule applies to foreign LLCs authorized to do business in New York. It does not apply to domestic LLCs formed under New York law.

Entities required to file include:

  • Foreign LLCs authorized on or after Jan 1, 2026 – file within 30 days
  • Foreign LLCs authorized before Jan 1, 2026 – file by Dec 31, 2026

All affected LLCs must submit initial and annual filings with the Department of State.

 

Key Deadlines and Filing Requirements

Initial Filing:

  • Post-Jan 1, 2026 authorizations → file within 30 days
  • Pre-Jan 1, 2026 authorizations → file by Dec 31, 2026

Annual Filings:

  • Required regardless of changes in ownership
  • Must confirm or update beneficial owner information
  • Required for both disclosing and exempt entities

Failure to file can result in loss of good standing, suspension, or penalties.

 

Exemptions and Attestation Requirements

Certain entities may qualify for exemption, including:

  • Regulated financial institutions
  • Large operating companies
  • Nonprofits and public companies

Even if exempt, a formal attestation of exemption is still required — initially and annually.

Supporting documentation should be retained in case of audit or investigation.

 

Staying Compliant: Resources and Next Steps

What You Should Do:

  • Review your ownership structure
  • Determine if you’re exempt or must disclose
  • Prepare beneficial owner data
  • Track deadlines
  • Visit dos.ny.gov for official forms

Contact Beinhaker Law, LLC for Compliance Guidance

Navigating these new rules doesn’t have to be overwhelming. Beinhaker Law, LLC helps foreign companies confidently comply with New York’s business laws.

About Beinhaker Law, LLC

Mitchell C. Beinhaker, Esq. is a business lawyer and estates attorney who runs a solo legal & consulting practice representing business owners, entrepreneurs, executives, and professionals. Through his 30+ years of experience, Mitchell has handled business development, marketing, firm management, along with business transactional work for clients of the firm. He has extensive experience with corporate governance, commercial transactions, real estate, and risk analysis. Using his years of practical experience, he drafts contracts, negotiates purchases, and can manage outside counsel for any corporate situation. For business owners and executives, he creates and implements estate plans, along with succession plans to help companies continue for future generations. 

Mitchell is the co-author of 10 Ways to Get Sued by Anyone & Everyone:  the small business owners guide to staying out of court, available in paperback and kindle from Amazon.

He is also the host of The Accidental Entrepreneur Podcast, available on YouTube, Amazon, Spotify, Apple and most of the other podcast directories.  You can find audio episodes posted on mitchbeinhaker.com and even purchase merchandise to support the show.

If you need legal help with any of our services, contact our office for a free consultation.  You can email us at info@beinhakerlaw.com.  To learn more about Mitchell and his practice, visit beinhakerlaw.com.