The "Exemption" Filing You Forgot to Submit.
It is January 2nd. The New York LLC Transparency Act (NYLTA) is officially live. And thousands of founders are celebrating because they think they are "Exempt."
Here is the trap: Under the federal law (CTA), if you were exempt, you did nothing. You just didn't file. Under the New York law, if you are exempt, you must prove it.
If you have a Delaware LLC that is registered to do business in New York (a "Foreign LLC"), the clock started yesterday. While the Governor vetoed the expansion to all domestic LLCs in late December 2025, the requirement for Foreign Reporting Companies and the tricky "Exemption Attestation" remains a bureaucratic landmine.
Here is why "doing nothing" is no longer a compliance strategy.
1. The "Attestation" Loophole
This is where they get you. You read the news. You saw that the Federal CTA was narrowed. You know you are an "Exempt Entity" (e.g., >20 employees or a specific industry type). In New York, you cannot just sit silently. You must log into the NY Department of State (DOS) portal and file an "Attestation of Exemption."
- The Cost: It’s a legal filing signed under penalty of perjury.
- The Trap: If you don't file the attestation, the state assumes you are a "Reporting Company" that is ignoring the law. They mark you "Past Due."
2. The "30-Day" Clock for New Companies
Did you form a new LLC or register your existing LLC in New York yesterday (Jan 1st)? Your deadline is not next year. It is January 31st, 2026. New entities formed on or after the effective date have a hard 30-day window to file their Beneficial Ownership Information (BOI) or their Exemption Attestation.
- The Fine: Up to $500 per day of non-compliance.
- The Risk: If you used a cheap online service to form your LLC, they likely did not do this for you. They just filed the Articles of Organization. You are already 48 hours into your 30-day countdown.
3. The "Foreign" Nexus Trigger
Remember: This applies to non-US entities and Foreign LLCs (out-of-state) authorized in NY. If you are a UK-based founder with a New York branch, you are the primary target. The state is looking for "Anonymous Capital" parked in Manhattan real estate. But the dragnet catches legitimate startups who just happen to have a WeWork address in Chelsea. If you are authorized to do business here, you are subject to the transparency rules.
The Compliance Table: What You Owe
Don't guess. Check the date on your Certificate of Authority.
| Entity Type | Formation Date | Filing Deadline | Action Required |
|---|---|---|---|
| New NY LLC | On/After Jan 1, 2026 | 30 Days | File BOI or Attestation |
| Existing NY LLC | Before Jan 1, 2026 | Jan 1, 2027 | File BOI or Attestation |
| Foreign LLC | Authorized in NY | Based on Auth Date | Check Nexus Status |
The Checklist: Fix Your NY Status
If you aren't sure if you are "Authorized," you need to check today.
- Search the NY DOS Database:
- Go to the Department of State website. Search your company name.
- If Status = "Active", you are on the hook.
- File the "Attestation" (If Exempt):
- Do not wait for a letter. The state does not send reminders.
- Go to the NY Business Express portal and submit the exemption claim.
- Audit Your "Registered Agent":
- If the state sends a "Notice of Delinquency," it goes to your Registered Agent.
- Ensure your agent (e.g., CSC, CorpNet) has your current email. If they mail a paper notice to an empty office, you will find out when your bank account is frozen.