NY State Senate Bill 2015-S7795A

Archive: Last Bill Status - In Senate Committee Corporations, Authorities And Commissions Committee

Introduced
- In Committee Assembly
- In Committee Senate
- On Floor Calendar Assembly
- On Floor Calendar Senate
- Passed Assembly
- Passed Senate
Delivered to Governor
Signed By Governor

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	Assembly Actions - Lowercase Senate Actions - UPPERCASE
Jun 02, 2016	print number 7795a
Jun 02, 2016	amend (t) and recommit to corporations, authorities and commissions
May 12, 2016	referred to corporations, authorities and commissions

Bill Amendments

Original

A (Active)

2015-S7795 - Details

See Assembly Version of this Bill:: A10430
Current Committee:: Senate Corporations, Authorities And Commissions
Law Section:: Tax Law
Laws Affected:: Amd §1409, Tax L; amd §11-2105, NYC Ad Cd
Versions Introduced in Other Legislative Sessions:: 2017-2018: S1717, A3443
2019-2020: S1730, A7190

2015-S7795 - Summary

Requires the real property transfer tax return relating to residential property sold or purchased by a limited liability company to include information on the ownership of such company.

2015-S7795 - Sponsor Memo

2015-S7795 - Bill Text download pdf

                            
                    S T A T E   O F   N E W   Y O R K
________________________________________________________________________

                                  7795

                            I N  S E N A T E

                              May 12, 2016
                               ___________

Introduced  by Sen. CARLUCCI -- read twice and ordered printed, and when
  printed to be committed to the Committee on Corporations,  Authorities
  and Commissions

AN ACT to amend the limited liability company law, in relation to estab-
  lishing beneficial ownership for limited liability companies

  THE  PEOPLE OF THE STATE OF NEW YORK, REPRESENTED IN SENATE AND ASSEM-
BLY, DO ENACT AS FOLLOWS:

  Section 1. Section 102 of the limited liability company law is amended
by adding a new subdivision (d-1) to read as follows:
  (D-1) "BENEFICIAL OWNER" MEANS A  NATURAL  PERSON  WHO  IS  A  MEMBER,
MANAGER OR AUTHORIZED PERSON WITHIN A LIMITED LIABILITY COMPANY.
  S  2.  Subdivision (e) of section 203 of the limited liability company
law, as added by chapter 470 of the laws of 1997, is amended to read  as
follows:
  (e)  The articles of organization of a limited liability company shall
set forth:
  (1) the name of the limited liability company;
  (2) the county within this state in which the office  of  the  limited
liability  company  is to be located or if the limited liability company
shall maintain more than one office in this state, the county  in  which
the principal office of the limited liability company is to be located;
  (3)  if  the  limited  liability company is to have a specific date of
dissolution in addition to  the  events  of  dissolution  set  forth  in
section  seven hundred one of this chapter, the latest date on which the
limited liability company is to dissolve;
  (4) a designation of the secretary of state as agent  of  the  limited
liability  company  upon  whom  process against it may be served and the
post office address within or without this state to which the  secretary
of  state shall mail a copy of any process against the limited liability
company served upon him or her;
  (5) if the limited liability company is to have  a  registered  agent,
its  name  and address within this state and a statement that the regis-
tered agent is to be the agent of the  limited  liability  company  upon
whom process against it may be served;
  (6)  if all or specified members are to be liable in their capacity as
members for all or specified debts, obligations or  liabilities  of  the
limited  liability company as authorized pursuant to section six hundred

 EXPLANATION--Matter in ITALICS (underscored) is new; matter in brackets
                      [ ] is old law to be omitted.
                                                           LBD14137-07-6

S. 7795                             2

nine of this chapter, a statement that all or specified members  are  so
liable  for  such debts, obligations or liabilities in their capacity as
members of the limited  liability  company  as  authorized  pursuant  to
section six hundred nine of this chapter; [and]
  (7)  THE  NAMES AND RESIDENTIAL ADDRESSES OF ALL BENEFICIAL OWNERS, IF
ANY, OF THE LIMITED LIABILITY COMPANY. IF ANY MEMBER, MANAGER OR AUTHOR-
IZED PERSON OF SUCH  LIMITED  LIABILITY  COMPANY  IS  ITSELF  A  LIMITED
LIABILITY  COMPANY  OR  OTHER BUSINESS ENTITY, THE NAMES AND RESIDENTIAL
ADDRESSES, OR IF NONE, THE BUSINESS ADDRESS OF  ALL  MEMBERS,  MANAGERS,
AND  AUTHORIZED  PERSONS OF THE LIMITED LIABILITY COMPANY OR OTHER BUSI-
NESS ENTITY SHALL BE DISCLOSED UNTIL FULL DISCLOSURE OF ULTIMATE  OWNER-
SHIP BY NATURAL PERSONS IS ACHIEVED; AND
  (8)  any other provisions, not inconsistent with law, that the members
elect to include in the articles or organization for the  regulation  of
the  internal  affairs  of the limited liability company, including, but
not limited to, (A) the business purpose for which the limited liability
company is formed, (B) a statement of whether there are  limitations  on
the  authority  of  members or managers or a class or classes thereof to
bind the limited liability company  and  (C)  any  provisions  that  are
required  or  permitted to be included in the operating agreement of the
limited liability company pursuant to section four hundred seventeen  of
this chapter.
  S  3.  The  limited  liability  company law is amended by adding a new
section 215 to read as follows:
  S 215. BENEFICIAL OWNERS. (A) ANY  LIMITED  LIABILITY  COMPANY  FORMED
PURSUANT  TO  THIS  CHAPTER SHALL DISCLOSE, UPDATE AND VERIFY BENEFICIAL
OWNERSHIP INFORMATION WITH THE SECRETARY PURSUANT TO THIS SECTION.
  (B) SUCH INFORMATION AS REQUIRED PURSUANT TO SUBDIVISION (A)  OF  THIS
SECTION, SHALL INCLUDE THE BENEFICIAL OWNER'S NAME, RESIDENTIAL OR BUSI-
NESS ADDRESS, AND ANY ADDITIONAL INFORMATION DISCLOSED PURSUANT TO PARA-
GRAPH  SEVEN  OF  SUBDIVISION  (E)  OF SECTION TWO HUNDRED THREE OF THIS
ARTICLE.
  (C) THE INFORMATION CONTAINED IN SUBDIVISION (B) OF THIS SECTION SHALL
BE UPDATED WITH THE SECRETARY, NO  LATER  THAN  NINETY  DAYS  AFTER  ANY
CHANGE IN INFORMATION. SUCH INFORMATION SHALL BE RETAINED FOR FIVE YEARS
AFTER  A  LIMITED  LIABILITY COMPANY TERMINATES. THE DEPARTMENT OF STATE
SHALL ESTABLISH AND MAINTAIN A DATABASE  OF  THE  INFORMATION  DISCLOSED
PURSUANT  TO THIS PARAGRAPH AND SUCH DATABASE SHALL BE MADE AVAILABLE TO
THE PUBLIC ON THE DEPARTMENT'S WEBSITE WITHIN  NINETY  DAYS  AFTER  THEY
RECEIVE SUCH INFORMATION.
  (D)  ANY PERSON WHO (1) PROVIDES FALSE OF FRAUDULENT BENEFICIAL OWNER-
SHIP INFORMATION; (2) WILLFULLY FAILS TO  PROVIDE  COMPLETE  OR  UPDATED
INFORMATION;  (3)  DISCLOSES  THE  EXISTENCE  OF A SUBPOENA, SUMMONS, OR
OTHER REQUEST FOR BENEFICIAL OWNERSHIP INFORMATION; OR (4) IN THE  PROC-
ESS  OF  FORMATION  FAILS  TO  OBTAIN  OR MAINTAIN CREDIBLE, LEGIBLE AND
UPDATED BENEFICIAL OWNERSHIP INFORMATION SHALL BE LIABLE  TO  THE  STATE
FOR  A  CIVIL  PENALTY OF NOT MORE THAN FIVE THOUSAND DOLLARS AND MAY BE
IMPRISONED FOR NOT MORE THAN THREE YEARS OR BOTH.
  S 4. Paragraphs 7, 8 and 9 of subdivision (d) of section  211  of  the
limited  liability company law are renumbered paragraphs 8, 9 and 10 and
a new paragraph 7 is added to read as follows:
  7. A CHANGE IN BENEFICIAL OWNERSHIP, AS DEFINED IN SECTION ONE HUNDRED
TWO OF THIS ARTICLE;
  S 5. This act shall take effect immediately.

2015-S7795A (ACTIVE) - Details

See Assembly Version of this Bill:: A10430
Current Committee:: Senate Corporations, Authorities And Commissions
Law Section:: Tax Law
Laws Affected:: Amd §1409, Tax L; amd §11-2105, NYC Ad Cd
Versions Introduced in Other Legislative Sessions:: 2017-2018: S1717, A3443
2019-2020: S1730, A7190

2015-S7795A (ACTIVE) - Summary

Requires the real property transfer tax return relating to residential property sold or purchased by a limited liability company to include information on the ownership of such company.

2015-S7795A (ACTIVE) - Sponsor Memo

                                 BILL NUMBER:  S7795A

 TITLE OF BILL :  An act to amend the tax law and the administrative
code of the city of New York in relation to real property transfer tax
returns of limited liability companies

 PURPOSE OR GENERAL IDEA OF BILL :

This bill requires limited liability companies to disclose the
individual members of the company when it files a joint tax return for
any sale of real residential property that it is named the grantor or
grantee in. This only applies to residential property containing one-
to four-family dwelling units and requires that the joint tax return
be accompanied with a list identifying all the members, managers, and
any other authorized persons of the company.  This practice has been
successfully implemented in New York City as of 2015. This bill seeks
to codify the practice in New York City and apply it on a statewide
level.

 SUMMARY OF SPECIFIC PROVISIONS :

Section 1 of the bill adds a new subdivision (h) of Section 11-2105 of
the administrative code of the city of New York to require any limited
liability company who is the grantor or grantee of a deed for
residential real property containing one- to four-family dwelling
units to accompany the filing of any joint tax return a list

identifying all the members, managers, and any other authorized
persons.

Section 2 of the bill incorporates the same provisions into section
1409 of the tax law into paragraph (a) for statewide application.

Section 3 of the bill establishes that this act will take effect
immediately.

 JUSTIFICATION :

The issue of transparency that this bill addresses is important
because when real estate transactions take place involving an LLC,
those behind the companies are often unable to be identified. This
bill seeks to address the anonymity and related concerns by requiring
limited liability companies that engage in residential property sales
to disclose their members when filing a joint property tax return.
This practice has been successfully implemented in New York City as of
2015. This bill seeks to codify the practice in the city and apply it
on a statewide level.

 PRIOR LEGISLATIVE HISTORY :

New legislation.

 FISCAL IMPLICATIONS :

None

 EFFECTIVE DATE :
The bill takes effect immediately.

2015-S7795A (ACTIVE) - Bill Text download pdf

                            
                    S T A T E   O F   N E W   Y O R K
________________________________________________________________________

                                 7795--A

                            I N  S E N A T E

                              May 12, 2016
                               ___________

Introduced  by Sen. CARLUCCI -- read twice and ordered printed, and when
  printed to be committed to the Committee on Corporations,  Authorities
  and   Commissions  --  committee  discharged,  bill  amended,  ordered
  reprinted as amended and recommitted to said committee

AN ACT to amend the tax law and the administrative code of the  city  of
  New  York in relation to real property transfer tax returns of limited
  liability companies

  THE PEOPLE OF THE STATE OF NEW YORK, REPRESENTED IN SENATE AND  ASSEM-
BLY, DO ENACT AS FOLLOWS:

  Section 1.  Subdivision (a) of section 1409 of the tax law, as amended
by chapter 309 of the laws of 1996, is amended to read as follows:
  (a)  A joint return shall be filed by both the grantor and the grantee
for each conveyance whether or not a tax is due  thereon  other  than  a
conveyance  of  an easement or license to a public utility as defined in
subdivision two of section one hundred eighty-six-a of this  chapter  or
to a public utility which is a provider of telecommunication services as
defined  in  subdivision one of section one hundred eighty-six-e of this
chapter, where the consideration is two dollars or less and  is  clearly
stated as actual consideration in the instrument of conveyance. WHEN THE
GRANTOR  OR  GRANTEE  OF A DEED FOR RESIDENTIAL REAL PROPERTY CONTAINING
ONE- TO FOUR-FAMILY DWELLING UNITS IS A LIMITED LIABILITY  COMPANY,  THE
JOINT  RETURN  SHALL NOT BE ACCEPTED FOR FILING UNLESS IT IS ACCOMPANIED
BY A DOCUMENT WHICH IDENTIFIES THE NAMES AND BUSINESS ADDRESSES  OF  ALL
MEMBERS,  MANAGERS,  AND  ANY  OTHER AUTHORIZED PERSONS, IF ANY, OF SUCH
LIMITED LIABILITY COMPANY AND THE NAMES AND BUSINESS  ADDRESSES  OR,  IF
NONE,  THE  BUSINESS ADDRESSES OF ALL SHAREHOLDERS, DIRECTORS, OFFICERS,
MEMBERS, MANAGERS AND PARTNERS OF ANY LIMITED LIABILITY COMPANY OR OTHER
BUSINESS ENTITY THAT ARE TO  BE  THE  MEMBERS,  MANAGERS  OR  AUTHORIZED
PERSONS,  IF  ANY, OF SUCH LIMITED LIABILITY COMPANY. THE IDENTIFICATION
OF SUCH NAMES AND ADDRESSES SHALL NOT BE DEEMED AN UNWARRANTED  INVASION
OF  PERSONAL PRIVACY PURSUANT TO ARTICLE SIX OF THE PUBLIC OFFICERS LAW.
IF ANY SUCH MEMBER, MANAGER OR AUTHORIZED PERSON OF THE LIMITED  LIABIL-
ITY  COMPANY  IS  ITSELF  A  LIMITED LIABILITY COMPANY OR OTHER BUSINESS
ENTITY, THE NAMES AND ADDRESSES OF THE  SHAREHOLDERS,  DIRECTORS,  OFFI-

 EXPLANATION--Matter in ITALICS (underscored) is new; matter in brackets
                      [ ] is old law to be omitted.

                                                           LBD14137-08-6

S. 7795--A                          2

CERS, MEMBERS, MANAGERS AND PARTNERS OF THE LIMITED LIABILITY COMPANY OR
OTHER  BUSINESS  ENTITY SHALL ALSO BE DISCLOSED UNTIL FULL DISCLOSURE OF
ULTIMATE OWNERSHIP BY NATURAL PERSONS IS ACHIEVED. FOR PURPOSES OF  THIS
SUBDIVISION,  THE  TERMS  "MEMBERS",  "MANAGERS",  "AUTHORIZED  PERSON",
"LIMITED LIABILITY COMPANY" AND "OTHER BUSINESS ENTITY" SHALL  HAVE  THE
SAME  MEANING  AS  THOSE TERMS ARE DEFINED IN SECTION ONE HUNDRED TWO OF
THE LIMITED LIABILITY COMPANY LAW. The return shall be  filed  with  the
recording  officer before the instrument effecting the conveyance may be
recorded. However, if the tax is paid to the  commissioner  pursuant  to
section  fourteen hundred ten of this article, the return shall be filed
with such commissioner at the time the tax is paid. In that instance,  a
receipt evidencing the filing of the return and the payment of tax shall
be  filed with the recording officer before the instrument effecting the
conveyance may be recorded. The  recording  officer  shall  handle  such
receipt in the same manner as a return filed with the recording officer.
  S  2.  Section  11-2105  of the administrative code of the city of New
York is amended by adding a new subdivision h to read as follows:
  H. WHEN THE GRANTOR OR GRANTEE OF A DEED FOR RESIDENTIAL REAL PROPERTY
CONTAINING ONE- TO FOUR-FAMILY DWELLING UNITS  IS  A  LIMITED  LIABILITY
COMPANY,  THE JOINT RETURN SHALL NOT BE ACCEPTED FOR FILING UNLESS IT IS
ACCOMPANIED BY A  DOCUMENT  WHICH  IDENTIFIES  THE  NAMES  AND  BUSINESS
ADDRESSES OF ALL MEMBERS, MANAGERS, AND ANY OTHER AUTHORIZED PERSONS, IF
ANY,  OF  SUCH  LIMITED  LIABILITY  COMPANY  AND  THE NAMES AND BUSINESS
ADDRESSES OR, IF NONE,  THE  BUSINESS  ADDRESSES  OF  ALL  SHAREHOLDERS,
DIRECTORS,  OFFICERS,  MEMBERS,  MANAGERS  AND  PARTNERS  OF ANY LIMITED
LIABILITY COMPANY OR OTHER BUSINESS ENTITY THAT ARE TO BE  THE  MEMBERS,
MANAGERS OR AUTHORIZED PERSONS, IF ANY, OF SUCH LIMITED LIABILITY COMPA-
NY.   THE IDENTIFICATION OF SUCH NAMES AND ADDRESSES SHALL NOT BE DEEMED
AN UNWARRANTED INVASION OF PERSONAL PRIVACY PURSUANT TO ARTICLE  SIX  OF
THE  PUBLIC  OFFICERS  LAW.    IF ANY SUCH MEMBER, MANAGER OR AUTHORIZED
PERSON OF THE LIMITED LIABILITY COMPANY IS ITSELF  A  LIMITED  LIABILITY
COMPANY  OR OTHER BUSINESS ENTITY, THE NAMES AND ADDRESSES OF THE SHARE-
HOLDERS, DIRECTORS, OFFICERS, MEMBERS,  MANAGERS  AND  PARTNERS  OF  THE
LIMITED  LIABILITY  COMPANY  OR  OTHER  BUSINESS  ENTITY  SHALL  ALSO BE
DISCLOSED UNTIL FULL DISCLOSURE OF ULTIMATE OWNERSHIP BY NATURAL PERSONS
IS ACHIEVED. FOR PURPOSES OF  THIS  SUBDIVISION,  THE  TERMS  "MEMBERS",
"MANAGERS",  "AUTHORIZED PERSON", "LIMITED LIABILITY COMPANY" AND "OTHER
BUSINESS ENTITY" SHALL HAVE THE SAME MEANING AS THOSE TERMS ARE  DEFINED
IN SECTION ONE HUNDRED TWO OF THE LIMITED LIABILITY COMPANY LAW.
  S 3. This act shall take effect immediately.

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Senate Bill S7795A

Sponsored By

Archive: Last Bill Status - In Senate Committee Corporations, Authorities And Commissions Committee

Bill Amendments

2015-S7795 - Details

2015-S7795 - Summary

2015-S7795 - Sponsor Memo

2015-S7795 - Bill Text download pdf

2015-S7795A (ACTIVE) - Details

2015-S7795A (ACTIVE) - Summary

2015-S7795A (ACTIVE) - Sponsor Memo

2015-S7795A (ACTIVE) - Bill Text download pdf

Comments

Senate Bill S7795A

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Sponsored By

David Carlucci

Archive: Last Bill Status - In Senate Committee Corporations, Authorities And Commissions Committee

Bill Amendments

2015-S7795 - Details

2015-S7795 - Summary

2015-S7795 - Sponsor Memo

2015-S7795 - Bill Text download pdf

2015-S7795A (ACTIVE) - Details

2015-S7795A (ACTIVE) - Summary

2015-S7795A (ACTIVE) - Sponsor Memo

2015-S7795A (ACTIVE) - Bill Text download pdf

Comments