Submission of Identification to Satisfy New York State’s BOI Reporting Law
The federal Corporate Transparency Act (“CTA”)[1] requires non-exempt business entities to submit certain beneficial ownership information (“BOI”) about the entities’ owners to the Financial Crimes Enforcement Network (“FinCEN”) of the U.S. Department of the Treasury. New York State has enacted its own BOI reporting law—the LLC Transparency Act[2]—which will take effect on January 1, 2026. New York’s law piggybacks on the CTA in many respects, but New York filers will have to submit identification documents to New York regulators (the department of state) even if a company’s beneficial owners have already obtained a FinCEN identifier for their federal reports.
To recap, the CTA generally requires reporting companies to submit in their BOI reports to FinCEN four pieces of information about each of their beneficial owners: (1) the owner’s full legal name, (2) date of birth, (3) address, and (4) a unique identifying number and issuing jurisdiction from, and image of, a non-expired (a) U.S. passport, (b) state driver’s license, (c) identification document issued by a state, local government, or tribe, or (d) if the owner does not have any of those documents, a foreign passport.[3] However, the owner can instead submit the same information to FinCEN and obtain a unique “FinCEN identifier,” which the reporting company can then report in place of the otherwise required four pieces of personal information about the individual owner in the company’s BOI reports to FinCEN.[4]
Unfortunately, it does not appear that limited liability companies required to file BOI reports with the New York department of state will be able to report information about their beneficial owners using a previously obtained FinCEN identifier. The LLC Transparency Act provides that all reporting companies must file “a beneficial ownership disclosure in such form and manner as directed by the department of state, identifying each beneficial owner of the reporting company and each applicant with respect to that reporting company, by: (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.”[5] So, the New York law explicitly requires that the company report the specified information about each of its beneficial owners to the department of state.
Note that, unlike the CTA, the LLC Transparency Act does not expressly state that the reporting company must provide an image of the document from which a beneficial owner’s unique identifying number is drawn. However, the statute elsewhere provides that it is a violation of the law for any person to knowingly provide, or attempt to provide, a “false or fraudulent identifying photograph or document” to the department of state.[6] This at least suggests that reporting companies will have to submit proof of beneficial owners’ unique identifying numbers from the enumerated documents. That will presumably be confirmed when the department of state issues regulations directing the “form and manner” in which companies will be required to submit their BOI.
[1] The CTA is codified at 31 U.S.C. § 5336.
[2] See N.Y. L.L.C. Law §§ 1106 – 1108 (effective Jan. 1, 2026). For a general discussion of the LLC Transparency Act, see eMinutes, New York State Revises Its BOI Reporting Law. Thank You New York! (Apr. 8, 2024). Unlike the CTA, the LLC Transparency Act applies only to limited liability companies that are formed or authorized to do business in New York.
[3] 31 U.S.C. § 5336(a)(1), (b)(2)(A); 31 C.F.R. § 1010.380(b)(1)(ii).
[4] 31 C.F.R. § 1010.380(b)(4); see also FinCEN, Small Entity Compliance Guide v. 1.2, at 40 (Dec. 2024) (explaining what is a FinCEN identifier and how to use it).