Beneficial Ownership Disclosure Frequently Asked Questions

Note: Laws are subject to change. These FAQs are based upon Federal and State statutes and regulations in effect on December 23, 2025. For current information, these FAQs should be checked against relevant Federal and State statutes and regulations, which are currently 31 U.S.C. 5336(a), 31 C.F.R. 1010.380, and New York State Limited Liability Company Law sections 1106, 1107, and 1108.


Q1. Which entities are subject to the new beneficial ownership information disclosure requirement? Limited liability companies that were formed under the law of a foreign country and which are authorized to do business in New York are subject to the new beneficial ownership information disclosure requirements. These entities will need to file an initial and annual beneficial ownership disclosure statements or attestations of exemption.
Q2. Why do I have to disclose beneficial ownership information for my limited liability company? A law (New York State Limited Liability Company Law sections 1106, 1107, and 1108) was recently enacted that requires qualifying non-exempt limited liability companies to file initial and annual disclosure statements that provide the names and other identifying information for those who own and/or control the limited liability company. The law was designed to combat fraud, theft and other illegalities perpetrated by anonymous shell companies. Requiring disclosure of an entity’s beneficial owners will deter misconduct and provide a tool to law enforcement to identify and prosecute bad actors.
Q3. Is my company a “reporting company?” A “reporting company” is a limited liability company that was formed outside of the United States and is authorized to do business in New York State, and which is not an exempt company. Reporting companies are required to file an initial and annual beneficial ownership disclosure statements with the Department of State.
Q4. Is my limited liability company exempt from the reporting requirements? Domestic limited liability companies and foreign limited liabilities formed in another state or U.S. territory, including companies formed in Puerto Rico, and authorized to do business in New York State, are exempt from reporting requirements. Foreign authorized limited liability companies that were formed under the laws of a foreign country that meet a condition for exemption under 31 U.S.C. Section 5336(a)(11)(B) are an “exempt company” and are required to file an Attestation of Exemption with the Department of State. Current NYS Law includes the list of exemptions designated by Federal law, which include the following as they are defined under federal law. Information on the Exemptions is available here.
Q5. Are exempt companies required to file with the Department of State? While exempt entities are not required to file a beneficial ownership reporting statement, they must file an initial and annual attestations of exemption. If the basis for an exemption ceases to exist, the entity must file a beneficial ownership reporting statement.
Q6. What is “beneficial ownership information?” Beneficial ownership information refers to identifying information about any individual, unless otherwise excluded, that exercises “substantial control” over or owns 25% or more of a reporting company that was formed in a foreign country and is authorized to do business in New York. It includes: (1) full legal name; (2) date of birth; (3) current home or business street address; and (4) a unique identifying number from: (i) an unexpired passport; (ii) an unexpired state driver's license; or (iii) an unexpired identification card or document issued by a state or local government agency or tribal authority for the purpose of identification of that individual.
Q7. Who is considered a “beneficial owner?” A beneficial owner is an individual that exercises “substantial control” over or who owns 25% or more of a limited liability company that was formed outside of the United States and is authorized to do business in New York. Beneficial owners must be individuals (e.g., natural persons). Trusts, corporations and other entities are not beneficial owners, so reporting the names of such entities does not satisfy disclosure requirements. Reporting companies are not required to include beneficial ownership information for owners that are U.S. persons, including citizens of Puerto Rico or other U.S. territories. There are five exceptions to the definition of beneficial owner. When an individual who would otherwise be a beneficial owner of a reporting company qualifies for an exception, the reporting company does not have to report that individual as a beneficial owner. While one or more beneficial owners may qualify for an exemption, the other non-exempt beneficial owners must be reported. The five exceptions are: Minor Child (Exception #1) The individual is a minor under the law of the jurisdiction of formation. This exception only applies if a parent or legal guardian’s information in reported in lieu of the minor child’s information. When the minor child reaches the age of majority, the reporting company must file an updated beneficial ownership information report providing information for the individual who formerly qualified for the minor child exception. The following is the Federal definition: (B) does not include— (i) a minor child, as defined in the State in which the entity is formed, if the information of the parent or guardian of the minor child is reported in accordance with this section; (ii) an individual acting as a nominee, intermediary, custodian, or agent on behalf of another individual; (iii) an individual acting solely as an employee of a corporation, limited liability company, or other similar entity and whose control over or economic benefits from such entity is derived solely from the employment status of the person; (iv) an individual whose only interest in a corporation, limited liability company, or other similar entity is through a right of inheritance; or (v) a creditor of a corporation, limited liability company, or other similar entity, unless the creditor meets the requirements of subparagraph (A). Nominee, Intermediary, Custodian or Agent (Exception #2) An individual qualifies for this exception if they merely act on behalf of an actual beneficial owner as the beneficial owner’s nominee, intermediary, custodian or agent. In scenario’s where this exception applies, the actual beneficial owner must still be reported. Employee (Exception #3) An individual qualifies for this exception if all three of the following criteria apply: The individual is an employee of the reporting company meaning that the individual is subject to the will and control of the employer in what and how to do work, and the employer may discharge the individual from work. The individual’s substantial control over, or economic benefits from the reporting company are derived solely from the employment status of the individual as an employee. The individual is not a senior officer of the reporting company. A “senior officer” is any individual holding the position or exercising the authority of a president, chief financial officer, general counsel, chief executive officer or chief operating officer, or any other officer, regardless of official title, who performs a similar function. Inheritor (Exception #4) An individual qualifies for this exception if their only interest in the reporting company is a future interest through a right of inheritance, such as through a will providing a future interest in the company. Once the individual inherits the interest, this exception no longer applies, and the individual may qualify as a beneficial owner. Creditor (Exception #5) The individual is a creditor of the reporting company. The term “creditor” means an individual who would meet the definition of a beneficial owner of the reporting company solely through rights or interests for the payment of a predetermined sum of money. For example, an individual qualifies for the creditor exception if the individual is entitled to payment from the reporting company to satisfy a loan or debt, so long as this entitlement is the only ownership interest the individual has in the reporting company.
Q8. What if my beneficial owner(s) are entities and not individuals (natural persons)? You must disclose the individuals who are beneficial owners of the entity or entities that control the reporting company.
Q9. What is “substantial control?” Reporting companies are required to identify all non-exempt beneficial owners who exercise substantial control over the company. An individual exercises substantial control if that person meets any of the following criteria: The individual is a managing member or senior officer; The individual has authority to appoint or remove officers or members of the reporting company; The individual is an important decision-maker; or The individual has any other form of substantial control over the reporting company. The above list is not an exclusive list of forms of substantial control. One of the indicators of substantial control is that the individual is an important decision-maker. What are important decisions? Important decisions include decisions about a reporting company’s business, finances, and structure. An individual that directs, determines, or has substantial influence over these important decisions exercises substantial control over a reporting company.
Q10. What is considered an “ownership interest?” Reporting companies are required to identify all non-exempt beneficial owners who own or control at least 25 percent of the ownership interests in the company. A reporting company may have multiple types of ownership interests. An ownership interest may be equity, stock, or voting rights; a capital or profit interest; convertible instruments; options or other non-binding privileges to buy or sell any of the foregoing; and any other instrument, contract, or other mechanism used to establish ownership.
Q11. What identifying information must be disclosed for each beneficial owner? Reporting companies must disclose the following information for each non-exempt beneficial owner: (1) full legal name, (2) date of birth, (3) current home or business address, and (4) a unique identifying number from (i) an unexpired passport, (ii) an unexpired state driver’s license; or (iii) an unexpired identification card or document issued by a state or local government agency or tribal authority for the purpose of identification of that individual.
Q12. What is the filing deadline for beneficial owner statements and attestations of exemption? Effective January 1, 2026, limited liability companies that were formed outside of the United States, must file either a beneficial owner disclosure statement or attestation of exemption within thirty days of filing an application for authority with the New York State, Department of State. Entities authorized to do business in New York prior to January 1, 2026, must file a beneficial owner disclosure statement or attestation of exemption by December 31, 2026.
Q13. How frequently must I file a beneficial ownership disclosure statement or attestation of exemption? Reporting companies must file either a beneficial ownership disclosure statement or attestation of exemption annually.
Q14. Who has access to beneficial ownership information? Beneficial owners may submit a written request or provide voluntary written consent to provide access to a reporting company’s beneficial ownership information. The Department of State may also release information pursuant to a court order, or to officers or employees of a federal, state or local government agency where the disclosure is necessary for the agency to perform its official duties as required by law or necessary to operate a program required by law. Information may also be disclosed by the Department of State for a valid law enforcement purpose.
Q15. Is beneficial ownership information accessible under the Freedom of Information Law (FOIL)? No. Beneficial ownership information is exempt from disclosure under the Freedom of Information Law (FOIL).
Q16. Is there a filing fee? Yes, a non-refundable fee of $25 is required for each beneficial ownership statement and attestation of exemption.
Q17. How do I file a beneficial ownership information report or attestation of exemption? Beneficial ownership disclosure statements and attestations of exemption may only be filed electronically through the Department of State’s secure filing system.
Q18. Who can file a beneficial ownership information report on behalf of a reporting company, and what information will be collected on filers? Anyone a reporting company authorizes to act on its behalf, such as an employee, owner, or third-party service provider, may file a beneficial ownership information report on the reporting company’s behalf. When submitting the report, the filer should be prepared to provide basic contact information about themselves, including their name and email address. The person filing the report, including a third-party service provider, must certify on behalf of the reporting company that the information is true, correct, and complete.
Q19. Is a reporting company required to use an attorney or other service provider to file beneficial ownership statements? No, but reporting companies that need help meeting their reporting obligations can consult with professional service providers, such as lawyers, accountants, or service companies.
Q20. Can I amend a previously filed beneficial ownership disclosure statement? If a reporting company has reason to believe that a report filed with the Department of State contains inaccurate information, it may file a corrected report.
Q21. Are there penalties for failing to file a beneficial ownership disclosure or attestation of exemption? Yes, a reporting company which fails to file its beneficial ownership disclosure or attestation of exemption for a period exceeding 30 days will be shown as “past due” in the records of the Department of Stated and on its public database of business entities. A reporting company which has failed to file for a period exceeding two years will be shown as “delinquent.” The Office of the Attorney General may assess a fine of up to $500 for each day the reporting company has been past due or delinquent and may bring an action to dissolve or cancel an entity that is delinquent in filing. The Department of State will provide notice to reporting companies that have failed to file a beneficial ownership disclosure statement or attestation of exemption as required. If the entity fails to submit a filing within 30 days of said notice, its status will be changed to “suspended”. Suspended entities are prohibited from conducting business in New York state until such time as the required beneficial ownership statement or attestation of exemption has been filed, and filing fees, payment of a $250 fine to the Department of State, and verification that any fines assessed by the New York State Attorney General have been satisfied.
Q22. How can I remove a “past due” or “delinquent” status for my company? “Past due” or “delinquent” status may be removed from the records of the Department of State by filing the current statement and paying a fine of $250 to the Department and any fine assessed by the Office of the Attorney General.
Q23. How can I remove a “suspended” status for my company? You may remove a “suspended” status for your company by filing the required beneficial ownership disclosure statement or attestation of exemption (see Q2). Any related fine must be paid before submitting your company’s current statement to the Department of State.
Q24. Are there penalties for filing a report that contains false or fraudulent beneficial ownership information? Knowingly providing or attempting to provide false or fraudulent beneficial ownership information may result in civil penalties described above and may result in criminal prosecution (See LLCL section 1108(c), Penal Law sections 175.30 & 175.35).
Q25. Who is an Applicant? The applicant for an authorized foreign limited liability company is the individual who directly files the document that first registers the foreign reporting company with the Department of State. If more than one individual is involved in the filing of the document, the applicant is the individual who is primarily responsible for directing or controlling such filing with the Department of State.

Q1. Which entities are subject to the new beneficial ownership information disclosure requirement?

Limited liability companies that were formed under the law of a foreign country and which are authorized to do business in New York are subject to the new beneficial ownership information disclosure requirements. These entities will need to file an initial and annual beneficial ownership disclosure statements or attestations of exemption.

Q2. Why do I have to disclose beneficial ownership information for my limited liability company?

A law (New York State Limited Liability Company Law sections 1106, 1107, and 1108) was recently enacted that requires qualifying non-exempt limited liability companies to file initial and annual disclosure statements that provide the names and other identifying information for those who own and/or control the limited liability company. The law was designed to combat fraud, theft and other illegalities perpetrated by anonymous shell companies. Requiring disclosure of an entity’s beneficial owners will deter misconduct and provide a tool to law enforcement to identify and prosecute bad actors.

Q3. Is my company a “reporting company?”

A “reporting company” is a limited liability company that was formed outside of the United States and is authorized to do business in New York State, and which is not an exempt company. Reporting companies are required to file an initial and annual beneficial ownership disclosure statements with the Department of State.

Q4. Is my limited liability company exempt from the reporting requirements?

Domestic limited liability companies and foreign limited liabilities formed in another state or U.S. territory, including companies formed in Puerto Rico, and authorized to do business in New York State, are exempt from reporting requirements.

Foreign authorized limited liability companies that were formed under the laws of a foreign country that meet a condition for exemption under 31 U.S.C. Section 5336(a)(11)(B) are an “exempt company” and are required to file an Attestation of Exemption with the Department of State.

Current NYS Law includes the list of exemptions designated by Federal law, which include the following as they are defined under federal law.

Information on the Exemptions is available here.

Q5. Are exempt companies required to file with the Department of State?

While exempt entities are not required to file a beneficial ownership reporting statement, they must file an initial and annual attestations of exemption. If the basis for an exemption ceases to exist, the entity must file a beneficial ownership reporting statement.

Q6. What is “beneficial ownership information?”

Beneficial ownership information refers to identifying information about any individual, unless otherwise excluded, that exercises “substantial control” over or owns 25% or more of a reporting company that was formed in a foreign country and is authorized to do business in New York. It includes:

(1) full legal name;

(2) date of birth;

(3) current home or business street address; and

(4) a unique identifying number from: (i) an unexpired passport; (ii) an unexpired state driver's license; or (iii) an unexpired identification card or document issued by a state or local government agency or tribal authority for the purpose of identification of that individual.

Q7. Who is considered a “beneficial owner?”

A beneficial owner is an individual that exercises “substantial control” over or who owns 25% or more of a limited liability company that was formed outside of the United States and is authorized to do business in New York. Beneficial owners must be individuals (e.g., natural persons). Trusts, corporations and other entities are not beneficial owners, so reporting the names of such entities does not satisfy disclosure requirements.

Reporting companies are not required to include beneficial ownership information for owners that are U.S. persons, including citizens of Puerto Rico or other U.S. territories.

There are five exceptions to the definition of beneficial owner. When an individual who would otherwise be a beneficial owner of a reporting company qualifies for an exception, the reporting company does not have to report that individual as a beneficial owner. While one or more beneficial owners may qualify for an exemption, the other non-exempt beneficial owners must be reported. The five exceptions are:

Minor Child (Exception #1)

The individual is a minor under the law of the jurisdiction of formation. This exception only applies if a parent or legal guardian’s information in reported in lieu of the minor child’s information. When the minor child reaches the age of majority, the reporting company must file an updated beneficial ownership information report providing information for the individual who formerly qualified for the minor child exception.

The following is the Federal definition:

(B) does not include—

(i) a minor child, as defined in the State in which the entity is formed, if the information of the parent or guardian of the minor child is reported in accordance with this section;

(ii) an individual acting as a nominee, intermediary, custodian, or agent on behalf of another individual;

(iii) an individual acting solely as an employee of a corporation, limited liability company, or other similar entity and whose control over or economic benefits from such entity is derived solely from the employment status of the person;

(iv) an individual whose only interest in a corporation, limited liability company, or other similar entity is through a right of inheritance; or

(v) a creditor of a corporation, limited liability company, or other similar entity, unless the creditor meets the requirements of subparagraph (A).

Nominee, Intermediary, Custodian or Agent (Exception #2)

An individual qualifies for this exception if they merely act on behalf of an actual beneficial owner as the beneficial owner’s nominee, intermediary, custodian or agent. In scenario’s where this exception applies, the actual beneficial owner must still be reported.

Employee (Exception #3)

An individual qualifies for this exception if all three of the following criteria apply:

The individual is an employee of the reporting company meaning that the individual is subject to the will and control of the employer in what and how to do work, and the employer may discharge the individual from work.
The individual’s substantial control over, or economic benefits from the reporting company are derived solely from the employment status of the individual as an employee.
The individual is not a senior officer of the reporting company. A “senior officer” is any individual holding the position or exercising the authority of a president, chief financial officer, general counsel, chief executive officer or chief operating officer, or any other officer, regardless of official title, who performs a similar function.

Inheritor (Exception #4)

An individual qualifies for this exception if their only interest in the reporting company is a future interest through a right of inheritance, such as through a will providing a future interest in the company. Once the individual inherits the interest, this exception no longer applies, and the individual may qualify as a beneficial owner.

Creditor (Exception #5)

The individual is a creditor of the reporting company. The term “creditor” means an individual who would meet the definition of a beneficial owner of the reporting company solely through rights or interests for the payment of a predetermined sum of money. For example, an individual qualifies for the creditor exception if the individual is entitled to payment from the reporting company to satisfy a loan or debt, so long as this entitlement is the only ownership interest the individual has in the reporting company.

Q8. What if my beneficial owner(s) are entities and not individuals (natural persons)?

You must disclose the individuals who are beneficial owners of the entity or entities that control the reporting company.

Q9. What is “substantial control?”

Reporting companies are required to identify all non-exempt beneficial owners who exercise substantial control over the company. An individual exercises substantial control if that person meets any of the following criteria:

The individual is a managing member or senior officer;
The individual has authority to appoint or remove officers or members of the reporting company;
The individual is an important decision-maker; or
The individual has any other form of substantial control over the reporting company.

The above list is not an exclusive list of forms of substantial control.

One of the indicators of substantial control is that the individual is an important decision-maker. What are important decisions? Important decisions include decisions about a reporting company’s business, finances, and structure. An individual that directs, determines, or has substantial influence over these important decisions exercises substantial control over a reporting company.

Q10. What is considered an “ownership interest?”

Reporting companies are required to identify all non-exempt beneficial owners who own or control at least 25 percent of the ownership interests in the company.

A reporting company may have multiple types of ownership interests.

An ownership interest may be equity, stock, or voting rights; a capital or profit interest; convertible instruments; options or other non-binding privileges to buy or sell any of the foregoing; and any other instrument, contract, or other mechanism used to establish ownership.

Q11. What identifying information must be disclosed for each beneficial owner?

Reporting companies must disclose the following information for each non-exempt beneficial owner: (1) full legal name, (2) date of birth, (3) current home or business address, and (4) a unique identifying number from (i) an unexpired passport, (ii) an unexpired state driver’s license; or (iii) an unexpired identification card or document issued by a state or local government agency or tribal authority for the purpose of identification of that individual.

Q12. What is the filing deadline for beneficial owner statements and attestations of exemption?

Effective January 1, 2026, limited liability companies that were formed outside of the United States, must file either a beneficial owner disclosure statement or attestation of exemption within thirty days of filing an application for authority with the New York State, Department of State. Entities authorized to do business in New York prior to January 1, 2026, must file a beneficial owner disclosure statement or attestation of exemption by December 31, 2026.

Q13. How frequently must I file a beneficial ownership disclosure statement or attestation of exemption?

Reporting companies must file either a beneficial ownership disclosure statement or attestation of exemption annually.

Q14. Who has access to beneficial ownership information?

Beneficial owners may submit a written request or provide voluntary written consent to provide access to a reporting company’s beneficial ownership information. The Department of State may also release information pursuant to a court order, or to officers or employees of a federal, state or local government agency where the disclosure is necessary for the agency to perform its official duties as required by law or necessary to operate a program required by law. Information may also be disclosed by the Department of State for a valid law enforcement purpose.

Q15. Is beneficial ownership information accessible under the Freedom of Information Law (FOIL)?

No. Beneficial ownership information is exempt from disclosure under the Freedom of Information Law (FOIL).

Q16. Is there a filing fee?

Yes, a non-refundable fee of $25 is required for each beneficial ownership statement and attestation of exemption.

Q17. How do I file a beneficial ownership information report or attestation of exemption?

Beneficial ownership disclosure statements and attestations of exemption may only be filed electronically through the Department of State’s secure filing system.

Q18. Who can file a beneficial ownership information report on behalf of a reporting company, and what information will be collected on filers?

Anyone a reporting company authorizes to act on its behalf, such as an employee, owner, or third-party service provider, may file a beneficial ownership information report on the reporting company’s behalf. When submitting the report, the filer should be prepared to provide basic contact information about themselves, including their name and email address. The person filing the report, including a third-party service provider, must certify on behalf of the reporting company that the information is true, correct, and complete.

Q19. Is a reporting company required to use an attorney or other service provider to file beneficial ownership statements?

No, but reporting companies that need help meeting their reporting obligations can consult with professional service providers, such as lawyers, accountants, or service companies.

Q20. Can I amend a previously filed beneficial ownership disclosure statement?

If a reporting company has reason to believe that a report filed with the Department of State contains inaccurate information, it may file a corrected report.

Q21. Are there penalties for failing to file a beneficial ownership disclosure or attestation of exemption?

Yes, a reporting company which fails to file its beneficial ownership disclosure or attestation of exemption for a period exceeding 30 days will be shown as “past due” in the records of the Department of Stated and on its public database of business entities. A reporting company which has failed to file for a period exceeding two years will be shown as “delinquent.” The Office of the Attorney General may assess a fine of up to $500 for each day the reporting company has been past due or delinquent and may bring an action to dissolve or cancel an entity that is delinquent in filing.

The Department of State will provide notice to reporting companies that have failed to file a beneficial ownership disclosure statement or attestation of exemption as required. If the entity fails to submit a filing within 30 days of said notice, its status will be changed to “suspended”. Suspended entities are prohibited from conducting business in New York state until such time as the required beneficial ownership statement or attestation of exemption has been filed, and filing fees, payment of a $250 fine to the Department of State, and verification that any fines assessed by the New York State Attorney General have been satisfied.

Q22. How can I remove a “past due” or “delinquent” status for my company?

“Past due” or “delinquent” status may be removed from the records of the Department of State by filing the current statement and paying a fine of $250 to the Department and any fine assessed by the Office of the Attorney General.

Q23. How can I remove a “suspended” status for my company?

You may remove a “suspended” status for your company by filing the required beneficial ownership disclosure statement or attestation of exemption (see Q2). Any related fine must be paid before submitting your company’s current statement to the Department of State.

Q24. Are there penalties for filing a report that contains false or fraudulent beneficial ownership information?

Knowingly providing or attempting to provide false or fraudulent beneficial ownership information may result in civil penalties described above and may result in criminal prosecution (See LLCL section 1108(c), Penal Law sections 175.30 & 175.35).

Q25. Who is an Applicant?

The applicant for an authorized foreign limited liability company is the individual who directly files the document that first registers the foreign reporting company with the Department of State. If more than one individual is involved in the filing of the document, the applicant is the individual who is primarily responsible for directing or controlling such filing with the Department of State.