S T A T E O F N E W Y O R K
________________________________________________________________________
8213
I N S E N A T E
April 18, 2018
___________
Introduced by Sen. HOYLMAN -- 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
requiring limited liability companies to amend their articles of
organization to include a list of beneficial owners and provide
certain information relating to each beneficial owner
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) (1) "BENEFICIAL OWNER" MEANS A NATURAL PERSON WHO, DIRECTLY OR
INDIRECTLY, (A) HOLDS A MEMBERSHIP INTEREST IN A LIMITED LIABILITY
COMPANY OR A FOREIGN LIMITED LIABILITY COMPANY; OR (B) HAS BEEN ASSIGNED
A MEMBERSHIP INTEREST IN A LIMITED LIABILITY COMPANY OR A FOREIGN LIMIT-
ED LIABILITY COMPANY.
(2) THE TERM "BENEFICIAL OWNER" SHALL NOT INCLUDE: (A) A MINOR CHILD;
(B) A PERSON ACTING AS A NOMINEE, INTERMEDIARY, CUSTODIAN, OR AGENT ON
BEHALF OF ANOTHER PERSON; (C) A PERSON ACTING SOLELY AS AN EMPLOYEE OF A
LIMITED LIABILITY COMPANY AND WHOSE CONTROL OVER OR ECONOMIC BENEFITS
FROM THE LIMITED LIABILITY COMPANY DERIVES SOLELY FROM THE EMPLOYMENT
STATUS OF THE PERSON; (D) A PERSON WHOSE ONLY INTEREST IN A LIMITED
LIABILITY COMPANY IS THROUGH A RIGHT OF INHERITANCE, UNLESS THE PERSON
ALSO MEETS THE REQUIREMENTS OF PARAGRAPH ONE OF THIS SUBDIVISION; OR (E)
A CREDITOR OF A LIMITED LIABILITY COMPANY, UNLESS THE CREDITOR ALSO
MEETS THE REQUIREMENTS OF PARAGRAPH ONE OF THIS SUBDIVISION.
§ 2. Paragraphs 6 and 7 of subdivision (e) of section 203 of the
limited liability company law, as added by chapter 470 of the laws of
1997, are amended to read as follows:
(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
nine of this chapter, a statement that all or specified members are so
liable for such debts, obligations or liabilities in their capacity as
EXPLANATION--Matter in ITALICS (underscored) is new; matter in brackets
[ ] is old law to be omitted.
LBD10843-03-7
S. 8213 2
members of the limited liability company as authorized pursuant to
section six hundred nine of this chapter; [and]
(7) A LIST OF THE BENEFICIAL OWNERS OF THE LIMITED LIABILITY COMPANY
THAT IDENTIFIES EACH BENEFICIAL OWNER BY (A) NAME; (B) CURRENT RESIDEN-
TIAL OR BUSINESS STREET ADDRESS; AND (C) A UNIQUE IDENTIFYING NUMBER
FROM A NON-EXPIRED PASSPORT ISSUED BY THE UNITED STATES OR A NON-EXPIRED
DRIVER'S LICENSE OR IDENTIFICATION CARD ISSUED BY THIS OR ANOTHER STATE;
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.
§ 3. Section 209 of the limited liability company law is amended to
read as follows:
§ 209. Filing with the department of state. A signed articles of
organization and any signed certificate of amendment or other certif-
icates filed pursuant to this chapter or of any judicial decree of
amendment or cancellation shall be delivered to the department of state.
If the instrument that is delivered to the department of state for
filing complies as to form with the requirements of law and the filing
fee required by any statute of this state in connection therewith has
been paid, the instrument shall be filed and indexed by the department
of state. The department of state shall not review such articles or
certificates for legal sufficiency, EXCEPT THAT IT SHALL REVIEW SUCH
ARTICLES OR CERTIFICATES FOR LEGAL SUFFICIENCY WITH REGARD TO REQUIRE-
MENTS PERTAINING TO BENEFICIAL OWNERS PURSUANT TO SECTIONS TWO HUNDRED
THREE AND TWO HUNDRED ELEVEN OF THIS ARTICLE; its review shall be OTHER-
WISE limited to determining that the form has been completed.
§ 4. Paragraphs 8 and 9 of subdivision (d) of section 211 of the
limited liability company law are amended to read as follows:
(8) the discovery of a materially false or inaccurate statement in the
articles of organization; [and]
(9) A CHANGE IN THE LIST OF BENEFICIAL OWNERS OR THE INFORMATION
REQUIRED TO BE PROVIDED RELATING TO EACH BENEFICIAL OWNER PURSUANT TO
SECTION TWO HUNDRED THREE OF THIS ARTICLE; AND
(10) the decision to change any other statement in the articles of
organization.
§ 5. The limited liability company law is amended by adding a new
section 215 to read as follows:
§ 215. BENEFICIAL OWNERSHIP DISCLOSURE. (A) A LIMITED LIABILITY COMPA-
NY WHOSE ORIGINAL ARTICLES OF ORGANIZATION WERE FILED WITH THE SECRETARY
OF STATE AND EFFECTIVE PRIOR TO THE EFFECTIVE DATE OF THIS SECTION SHALL
HAVE ONE YEAR FROM THE EFFECTIVE DATE OF THIS SECTION TO AMEND ITS ARTI-
CLES OF ORGANIZATION TO INCLUDE A LIST OF BENEFICIAL OWNERS AND THE
INFORMATION REQUIRED TO BE PROVIDED RELATING TO EACH BENEFICIAL OWNER
PURSUANT TO SECTION TWO HUNDRED THREE OF THIS ARTICLE.
(B) STARTING ONE YEAR AFTER THE EFFECTIVE DATE OF THIS SECTION, EACH
LIMITED LIABILITY COMPANY ORGANIZED IN THIS STATE SHALL SUBMIT TO THE
DEPARTMENT OF STATE AN ANNUAL FILING, IN SUCH FORMAT AS THE SECRETARY OF
STATE SHALL REQUIRE, CONTAINING THE LIST OF BENEFICIAL OWNERS OF THE
S. 8213 3
LIMITED LIABILITY COMPANY AND THE INFORMATION REQUIRED TO BE PROVIDED
RELATING TO EACH BENEFICIAL OWNER PURSUANT TO SECTION TWO HUNDRED THREE
OF THIS ARTICLE.
(C) THE DEPARTMENT OF STATE SHALL ESTABLISH AND MAINTAIN A DATABASE
IDENTIFYING BENEFICIAL OWNERS BY NAME AND CURRENT RESIDENTIAL OR BUSI-
NESS STREET ADDRESS IF THEY ARE THE BENEFICIAL OWNERS OF TWO OR MORE
LIMITED LIABILITY COMPANIES REQUIRED BY THIS ARTICLE TO REPORT ITS BENE-
FICIAL OWNERS TO SUCH DEPARTMENT. SUCH DATABASE SHALL BE MADE AVAILABLE
TO THE PUBLIC ON THE DEPARTMENT OF STATE'S WEBSITE NO LATER THAN SEVEN
DAYS AFTER SUCH INFORMATION HAS BEEN RECEIVED BY THE SECRETARY OF STATE.
SUCH DEPARTMENT SHALL ALSO ESTABLISH, THROUGH REGULATIONS, PROCEDURES TO
ALLOW BENEFICIAL OWNERS WITH SIGNIFICANT PRIVACY INTERESTS TO APPLY FOR
A WAIVER FROM THE REQUIREMENTS OF THIS SUBDIVISION.
(D) BENEFICIAL OWNERSHIP INFORMATION RELATING TO EACH LIMITED LIABIL-
ITY COMPANY FORMED UNDER THE LAWS OF THIS STATE IS REQUIRED TO BE MAIN-
TAINED BY THE SECRETARY OF STATE UNTIL THE END OF THE FIVE YEAR PERIOD
BEGINNING ON THE DATE THAT THE LIMITED LIABILITY COMPANY TERMINATES
PURSUANT TO THIS CHAPTER.
(E) ANY PERSON WHO: (1) KNOWINGLY PROVIDES FALSE OR FRAUDULENT BENEFI-
CIAL OWNERSHIP INFORMATION; (2) WILLFULLY FAILS TO PROVIDE COMPLETE OR
UPDATED INFORMATION; OR (3) DISCLOSES THE EXISTENCE OF A SUBPOENA,
SUMMONS, OR OTHER REQUEST FOR BENEFICIAL OWNERSHIP INFORMATION SHALL BE
LIABLE TO THE STATE FOR A CIVIL PENALTY OF NOT MORE THAN TEN THOUSAND
DOLLARS AND MAY BE IMPRISONED FOR NOT MORE THAN THREE YEARS OR BOTH.
§ 6. Paragraphs 7 and 8 of subdivision (a) of section 802 of the
limited liability company law are amended and a new paragraph 9 is added
to read as follows:
(7) a statement that the foreign limited liability company is in
existence in the jurisdiction of its formation at the time of the filing
of such application; [and]
(8) the name and address of the authorized officer in the jurisdiction
of its formation where a copy of its articles of organization is filed
or, if no public filing of its articles of organization is required by
the law of the jurisdiction of formation, a statement that the foreign
limited liability company shall provide, on request, a copy thereof with
all amendments thereto (if such documents are in a foreign language, a
translation in English thereof under oath of the translator shall be
attached thereto), and the name and post office address of the person
responsible for providing such copies[.]; AND
(9) A LIST OF THE BENEFICIAL OWNERS OF THE FOREIGN LIMITED LIABILITY
COMPANY THAT IDENTIFIES EACH BENEFICIAL OWNER BY (A) NAME; (B) CURRENT
RESIDENTIAL OR BUSINESS STREET ADDRESS; AND (C) A UNIQUE IDENTIFYING
NUMBER FROM A NON-EXPIRED PASSPORT ISSUED BY THE UNITED STATES OR A
NON-EXPIRED DRIVER'S LICENSE OR IDENTIFICATION CARD ISSUED BY THIS OR
ANOTHER STATE.
§ 7. Section 804 of the limited liability company law is amended by
adding a new subdivision (c) to read as follows:
(C) EVERY FOREIGN LIMITED LIABILITY COMPANY THAT HAS RECEIVED A FILING
RECEIPT ENTITLED "CERTIFICATE OF AUTHORITY OF .... (NAME OF FOREIGN
LIMITED LIABILITY COMPANY) UNDER SECTION EIGHT HUNDRED FIVE OF THE
LIMITED LIABILITY COMPANY LAW," EVIDENCING AUTHORITY AS PROVIDED HEREIN,
SHALL AMEND ITS APPLICATION FOR AUTHORITY UPON A CHANGE IN THE LIST OF
BENEFICIAL OWNERS OR THE INFORMATION REQUIRED TO BE PROVIDED RELATING TO
EACH BENEFICIAL OWNER PURSUANT TO SECTION EIGHT HUNDRED TWO OF THIS
ARTICLE, WITHIN NINETY DAYS OF SUCH CHANGE.
S. 8213 4
§ 8. The limited liability company law is amended by adding a new
section 810 to read as follows:
§ 810. BENEFICIAL OWNERSHIP DISCLOSURE. (A) A FOREIGN LIMITED LIABIL-
ITY COMPANY WHOSE CERTIFICATE OF AUTHORITY WAS FILED WITH THE SECRETARY
OF STATE AND EFFECTIVE PRIOR TO THE EFFECTIVE DATE OF THIS SECTION SHALL
HAVE ONE YEAR FROM THE EFFECTIVE DATE OF THIS SECTION TO AMEND ITS
CERTIFICATE OF AUTHORITY TO INCLUDE A LIST OF BENEFICIAL OWNERS AND THE
INFORMATION REQUIRED TO BE PROVIDED RELATING TO EACH BENEFICIAL OWNER
PURSUANT TO SECTION EIGHT HUNDRED TWO OF THIS ARTICLE.
(B) STARTING ONE YEAR AFTER THE EFFECTIVE DATE OF THIS SECTION, EACH
FOREIGN LIMITED LIABILITY COMPANY ORGANIZED IN THIS STATE SHALL SUBMIT
TO THE DEPARTMENT OF STATE AN ANNUAL FILING, IN SUCH FORMAT AS THE
SECRETARY OF STATE SHALL REQUIRE, CONTAINING THE LIST OF BENEFICIAL
OWNERS OF THE FOREIGN LIMITED LIABILITY COMPANY AND THE INFORMATION
REQUIRED TO BE PROVIDED RELATING TO EACH BENEFICIAL OWNER PURSUANT TO
SECTION EIGHT HUNDRED TWO OF THIS ARTICLE.
(C) THE DEPARTMENT OF STATE SHALL ESTABLISH AND MAINTAIN A DATABASE
IDENTIFYING BENEFICIAL OWNERS BY NAME AND CURRENT RESIDENTIAL OR BUSI-
NESS STREET ADDRESS IF THEY ARE THE BENEFICIAL OWNERS OF TWO OR MORE
LIMITED LIABILITY COMPANIES REQUIRED BY THIS ARTICLE TO REPORT ITS BENE-
FICIAL OWNERS TO SUCH DEPARTMENT. SUCH DATABASE SHALL BE MADE AVAILABLE
TO THE PUBLIC ON THE DEPARTMENT OF STATE'S WEBSITE NO LATER THAN SEVEN
DAYS AFTER SUCH INFORMATION HAS BEEN RECEIVED BY THE SECRETARY OF STATE.
SUCH DEPARTMENT SHALL ALSO ESTABLISH, THROUGH REGULATIONS, PROCEDURES TO
ALLOW BENEFICIAL OWNERS WITH SIGNIFICANT PRIVACY INTERESTS TO APPLY FOR
A WAIVER FROM THE REQUIREMENTS OF THIS SUBDIVISION.
(D) BENEFICIAL OWNERSHIP INFORMATION RELATING TO EACH FOREIGN LIMITED
LIABILITY COMPANY FORMED UNDER THE LAWS OF THIS STATE IS REQUIRED TO BE
MAINTAINED BY THE SECRETARY OF STATE UNTIL THE END OF THE FIVE YEAR
PERIOD BEGINNING ON THE DATE THAT THE FOREIGN LIMITED LIABILITY COMPANY
TERMINATES PURSUANT TO THIS CHAPTER.
(E) ANY PERSON WHO: (1) KNOWINGLY PROVIDES FALSE OR FRAUDULENT BENEFI-
CIAL OWNERSHIP INFORMATION; (2) WILLFULLY FAILS TO PROVIDE COMPLETE OR
UPDATED INFORMATION; OR (3) DISCLOSES THE EXISTENCE OF A SUBPOENA,
SUMMONS, OR OTHER REQUEST FOR BENEFICIAL OWNERSHIP INFORMATION SHALL BE
LIABLE TO THE STATE FOR A CIVIL PENALTY OF NOT MORE THAN TEN THOUSAND
DOLLARS AND MAY BE IMPRISONED FOR NOT MORE THAN THREE YEARS OR BOTH.
§ 9. This act shall take effect immediately.