S T A T E   O F   N E W   Y O R K
 ________________________________________________________________________
 
                                   9415
 
                           I N  A S S E M B L Y
 
                               March 7, 2022
                                ___________
 
 Introduced  by  M.  of  A.  GALLAGHER  --  read once and referred to the
   Committee on Corporations, Authorities and Commissions
 
 AN ACT to amend the limited liability company  law,  the  tax  law,  the
   administrative code of the city of New York, and the executive law, in
   relation  to  the disclosure of beneficial owners of limited liability
   companies and certain other business entities

   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 (ii) to read as follows:
   (II)  (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; (B) EXERCISES SUBSTAN-
 TIAL CONTROL OVER THE DECISIONS OF A MEMBERSHIP INTEREST  IN  A  LIMITED
 LIABILITY  COMPANY  OR  A  FOREIGN LIMITED LIABILITY COMPANY; OR (C) HAS
 BEEN ASSIGNED A MEMBERSHIP INTEREST IN A LIMITED LIABILITY COMPANY OR  A
 FOREIGN LIMITED 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; (E) A
 CREDITOR OF A LIMITED LIABILITY COMPANY, UNLESS THE CREDITOR ALSO  MEETS
 THE  REQUIREMENTS  OF  PARAGRAPH  ONE  OF  THIS  SUBDIVISION; OR (F) ANY
 NATURAL PERSON WHOSE MEMBERSHIP INTEREST IN A LIMITED LIABILITY  COMPANY
 DERIVES  SOLELY  FROM  HIS  OR  HER EMPLOYMENT BY SUCH LIMITED LIABILITY
 COMPANY AND SUCH LIMITED LIABILITY COMPANY'S ORGANIZATION AS AN  EMPLOY-
 EE-OWNED  BUSINESS  OR  WORKER COOPERATIVE, AS EVIDENCED BY SUCH LIMITED
 LIABILITY COMPANY'S BY-LAWS OR ARTICLES OF ORGANIZATION.
   (3) IF AN ENTITY OTHER THAN A NATURAL PERSON MEETS THE REQUIREMENTS OF
 A BENEFICIAL OWNER AS DEFINED IN PARAGRAPH ONE OF THIS SUBDIVISION,  THE
 
  EXPLANATION--Matter in ITALICS (underscored) is new; matter in brackets
                       [ ] is old law to be omitted.
              

                                                            LBD13266-05-2
 A. 9415                             2

 BENEFICIAL  OWNERS  OF SUCH LIMITED LIABILITY COMPANY OR FOREIGN LIMITED
 LIABILITY COMPANY SHALL INCLUDE THE NAMES AND BUSINESS ADDRESSES OF  ALL
 MEMBERS,  MANAGERS, SHAREHOLDERS, DIRECTORS, OFFICERS, PARTNERS, AND ANY
 OTHER  AUTHORIZED PERSONS, IF ANY, OF SUCH ENTITY. 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  IS  ITSELF  A  LIMITED
 LIABILITY  COMPANY  OR OTHER BUSINESS ENTITY, THE NAMES AND ADDRESSES OF
 THE SHAREHOLDERS, 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.  IF SUCH ENTITY IS PUBLICLY TRADED, A REIT, A UPREIT, OR A
 MUTUAL FUND, THE REQUIREMENTS OF THIS  PARAGRAPH  SHALL  ONLY  APPLY  TO
 SHAREHOLDERS POSSESSING A CONTROLLING INTEREST IN SUCH ENTITY.
   §  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
 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] OF 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 MAY REVIEW SUCH ARTI-
 CLES  OR  CERTIFICATES FOR LEGAL SUFFICIENCY WITH REGARD TO REQUIREMENTS
 PERTAINING TO BENEFICIAL OWNERS PURSUANT TO SECTIONS TWO  HUNDRED  THREE
 AND  TWO  HUNDRED  ELEVEN OF THIS ARTICLE; its review shall be OTHERWISE
 limited to determining that the form has been completed.
 A. 9415                             3

   § 4. The limited liability company law is  amended  by  adding  a  new
 section 215 to read as follows:
   §  215.  BENEFICIAL  OWNERSHIP  DISCLOSURE.  (A)  BENEFICIAL OWNERSHIP
 INFORMATION RELATING TO EACH 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 LIMITED LIABILITY COMPANY TERMINATES PURSUANT TO THIS CHAPTER.
   (B) ANY PERSON WHO: (1) KNOWINGLY PROVIDES FALSE OR FRAUDULENT BENEFI-
 CIAL  OWNERSHIP  INFORMATION; OR (2) WILLFULLY FAILS TO PROVIDE COMPLETE
 OR UPDATED INFORMATION SHALL BE GUILTY OF A MISDEMEANOR  AND  LIABLE  TO
 THE  STATE FOR A CIVIL PENALTY OF NOT MORE THAN TEN THOUSAND DOLLARS AND
 SHALL BE PROHIBITED FROM ORGANIZING, FORMING, REGISTERING,  OR  MANAGING
 ANY  LIMITED  LIABILITY  COMPANY OR PARTNERSHIP IN THE STATE OF NEW YORK
 FOR A PERIOD NOT LESS THAN ONE YEAR OR GREATER THAN FIVE YEARS.
   § 5. Section 1418 of the tax law is amended by adding a  new  subdivi-
 sion (j) to read as follows:
   (J) NOTWITHSTANDING THE PROVISIONS OF SUBDIVISION (A) OF THIS SECTION,
 THE  COMMISSIONER  OR ANY OFFICER OR EMPLOYEE OF THE DEPARTMENT OF TAXA-
 TION AND FINANCE MAY FURNISH TO  THE  DEPARTMENT  OF  STATE  INFORMATION
 RELATING  TO  BENEFICIAL  OWNERSHIP  THAT  IS  OBTAINED  OR DERIVED FROM
 RETURNS FILED PURSUANT TO THIS ARTICLE.
   § 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.  The  limited  liability  company law is amended by adding a new
 section 810 to read as follows:
   § 810. BENEFICIAL OWNERSHIP  DISCLOSURE.    (A)  BENEFICIAL  OWNERSHIP
 INFORMATION  RELATING TO EACH FOREIGN  LIMITED LIABILITY  COMPANY FORMED
 UNDER THE LAWS OF THIS STATE IS REQUIRED TO BE MAINTAINED BY THE  SECRE-
 TARY  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.
   (B) ANY PERSON WHO: (1) KNOWINGLY PROVIDES FALSE OR FRAUDULENT BENEFI-
 CIAL OWNERSHIP INFORMATION OR (2) WILLFULLY FAILS TO PROVIDE COMPLETE OR
 UPDATED  INFORMATION  SHALL BE GUILTY OF A MISDEMEANOR AND LIABLE TO THE
 STATE FOR A CIVIL PENALTY OF NOT MORE  THAN  TEN  THOUSAND  DOLLARS  AND
 SHALL  BE  PROHIBITED FROM ORGANIZING, FORMING, REGISTERING, OR MANAGING
 A. 9415                             4
 
 ANY LIMITED LIABILITY COMPANY OR PARTNERSHIP IN THE STATE  OF  NEW  YORK
 FOR A PERIOD NOT LESS THAN ONE YEAR OR GREATER THAN FIVE YEARS.
   § 8. Paragraph 2 of subdivision (a) of section 1409 of the tax law, as
 amended  by  section  3  of part O of chapter 59 of the laws of 2021, is
 amended to read as follows:
   (2) When the grantor or grantee of a deed for a building used as resi-
 dential real property [containing up 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 liabil-
 ity 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 author-
 ized person of the limited liability company is itself a limited liabil-
 ity company or other business entity other than a publicly traded  enti-
 ty,  a  REIT, a UPREIT, or a mutual fund, the names and addresses of the
 shareholders, 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]  BENEFICIAL  OWNERS OF SUCH LIMITED LIABILITY COMPANY. For
 purposes of this subdivision, the terms ["members", "managers", "author-
 ized person",] "BENEFICIAL OWNERS" AND "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.
   § 9. Subdivision h of section 11-2105 of the  administrative  code  of
 the  city  of  New York, as added by chapter 297 of the laws of 2019, is
 amended 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] BENEFICIAL OWNERS OF SUCH LIMITED LIABILITY COMPANY.    For
 purposes of this subdivision, the terms ["members", "managers", "author-
 ized  person",] "BENEFICIAL OWNERS" AND "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.
 A. 9415                             5
 
   §  10. The tax law is amended by adding a new section 171-x to read as
 follows:
   §  171-X.  INFORMATION  SHARING WITH THE DEPARTMENT OF STATE REGARDING
 BENEFICIAL OWNERS OF LIMITED LIABILITY  COMPANIES.  NOTWITHSTANDING  ANY
 OTHER  LAW,  THE  COMMISSIONER  SHALL RELEASE TO THE DEPARTMENT OF STATE
 INFORMATION REGARDING BENEFICIAL OWNERS OF LIMITED  LIABILITY  COMPANIES
 WHICH  IS  REPORTED  TO  THE  DEPARTMENT  EITHER ON A FORM ISSUED BY THE
 DEPARTMENT OR ANY OTHER  METHOD  OF  REPORT  TO  THE  DEPARTMENT.    FOR
 PURPOSES  OF  THIS  SECTION,  THE TERMS "BENEFICIAL OWNERS" AND "LIMITED
 LIABILITY COMPANY" SHALL HAVE  THE  SAME  MEANING  AS  THOSE  TERMS  ARE
 DEFINED IN SECTION ONE HUNDRED TWO OF THE LIMITED LIABILITY COMPANY LAW.
   §  11.  The  executive law is amended by adding a new section 100-b to
 read as follows:
   § 100-B. CORPORATION AND  BUSINESS  ENTITY  DATABASE;  INFORMATION  ON
 BENEFICIAL  OWNERS.  1. THE SECRETARY OF STATE SHALL ASSIGN EACH BENEFI-
 CIAL OWNER OF A LIMITED LIABILITY COMPANY A  UNIQUE  IDENTIFYING  NUMBER
 AND  PUBLISH SUCH NUMBER IN RELATION TO ANY AFFILIATED LIMITED LIABILITY
 COMPANIES IN THE CORPORATION AND BUSINESS ENTITY DATABASE OR ANY  SUBSE-
 QUENT DATABASE WHICH IS MAINTAINED BY THE DIVISION OF CORPORATIONS WITH-
 IN  THE  DEPARTMENT OF STATE.  THE IDENTIFICATION OF THE NAMES AND BUSI-
 NESS ADDRESSES OF BENEFICIAL OWNERS ASSOCIATED WITH A UNIQUE IDENTIFYING
 NUMBER IN THE CORPORATION AND BUSINESS  ENTITY  DATABASE  SHALL  NOT  BE
 DEEMED  AN  UNWARRANTED INVASION OF PERSONAL PRIVACY PURSUANT TO ARTICLE
 SIX OF THE PUBLIC OFFICERS LAW; PROVIDED, HOWEVER, THAT  THE  DEPARTMENT
 SHALL ALSO ESTABLISH, THROUGH REGULATIONS, PROCEDURES TO  ALLOW  BENEFI-
 CIAL  OWNERS WITH  SIGNIFICANT PRIVACY  INTERESTS TO APPLY  FOR A WAIVER
 TO  WITHHOLD THEIR NAMES AND BUSINESS ADDRESSES FROM DISCLOSURE PURSUANT
 TO THE FREEDOM OF INFORMATION LAW. FOR PURPOSES  OF  THIS  SECTION,  THE
 TERMS "BENEFICIAL OWNERS" AND "LIMITED LIABILITY COMPANY" SHALL HAVE THE
 SAME  MEANING  AS  THOSE TERMS ARE DEFINED IN SECTION ONE HUNDRED TWO OF
 THE LIMITED LIABILITY COMPANY LAW.
   2. THE SECRETARY OF STATE, IN COOPERATION WITH THE COMMISSIONER OF THE
 DEPARTMENT OF TAXATION AND FINANCE, MAY VERIFY THE BENEFICIAL  OWNERSHIP
 INFORMATION INCLUDED IN RETURNS PURSUANT TO SUBDIVISION TWO-B OF SECTION
 TWO HUNDRED ELEVEN OF THE TAX LAW USING BENEFICIAL OWNERSHIP INFORMATION
 SUBMITTED TO THE DEPARTMENT OF STATE PURSUANT TO SECTION TWO HUNDRED TWO
 OR  EIGHT  HUNDRED  TWO OF THE LIMITED LIABILITY COMPANY LAW IN ORDER TO
 IDENTIFY FRAUD OR SUSPICIOUS ACTIVITIES AND  MAY,  AT  HIS  OR  HER  OWN
 DISCRETION, REFER SUCH FRAUD TO APPROPRIATE AUTHORITIES.
   §  12.  Section 211 of the tax law is amended by adding a new subdivi-
 sion 2-b to read as follows:
   2-B. (A) THE COMMISSIONER SHALL PRESCRIBE REGULATIONS AND INSTRUCTIONS
 REQUIRING RETURNS OF INFORMATION TO BE MADE  AND  FILED  IN  CONJUNCTION
 WITH THE REPORTS REQUIRED TO BE FILED PURSUANT TO THIS ARTICLE, RELATING
 TO  BENEFICIAL  OWNERS  OF LIMITED LIABILITY COMPANIES.  FOR PURPOSES OF
 THIS SECTION, THE  TERMS  "BENEFICIAL  OWNERS"  AND  "LIMITED  LIABILITY
 COMPANY"  SHALL  HAVE  THE  SAME  MEANING  AS THOSE TERMS ARE DEFINED IN
 SECTION ONE HUNDRED TWO OF THE LIMITED LIABILITY COMPANY LAW.
   (B) NO REPORT SHALL BE ACCEPTED BY THE DEPARTMENT IF  THE  INFORMATION
 REQUIRED  TO BE INCLUDED IN THE RETURN PURSUANT TO PARAGRAPH (A) OF THIS
 SUBDIVISION IS NOT INCLUDED IN SUCH REPORT.
   (C) THE COMMISSIONER, IN COOPERATION WITH THE SECRETARY OF STATE,  MAY
 VERIFY THE BENEFICIAL OWNERSHIP INFORMATION INCLUDED IN RETURNS PURSUANT
 TO  THIS SUBDIVISION USING BENEFICIAL OWNERSHIP INFORMATION SUBMITTED TO
 THE DEPARTMENT OF STATE PURSUANT TO SECTION TWO  HUNDRED  TWO  OR  EIGHT
 HUNDRED  TWO  OF  THE LIMITED LIABILITY COMPANY LAW IN ORDER TO IDENTIFY
 A. 9415                             6
 
 FRAUD OR SUSPICIOUS ACTIVITIES AND MAY AT  HIS  OR  HER  OWN  DISCRETION
 REFER SUCH FRAUD TO APPROPRIATE AUTHORITIES. THE INFORMATION INCLUDED IN
 RETURNS  PERTAINING  TO  THE  NAMES AND BUSINESS ADDRESSES OF BENEFICIAL
 OWNERS SHALL BE TRANSMITTED TO THE SECRETARY OF STATE TO KEEP BENEFICIAL
 OWNERSHIP INFORMATION UP TO DATE, INCLUDING WITH RESPECT TO THE BUSINESS
 ENTITY DATABASE OR ANY SUBSEQUENT DATABASE MAINTAINED BY THE DIVISION OF
 CORPORATIONS  WITHIN  THE  DEPARTMENT  OF  STATE PURSUANT TO SECTION ONE
 HUNDRED-B OF THE EXECUTIVE LAW.
   (D) THE INFORMATION REQUIRED TO BE INCLUDED WITH RETURNS  PURSUANT  TO
 THIS SUBDIVISION SHALL BE FILED AND SHALL BE IN SUCH FORM AS THE COMMIS-
 SIONER MAY PRESCRIBE.
   §  13. This act shall take effect on the three hundred sixty-fifth day
 after it shall have become a law. Effective immediately,  the  addition,
 amendment  and/or  repeal  of  any  rule or regulation necessary for the
 implementation of this act on its effective date are  authorized  to  be
 made and completed on or before such effective date.

                             
                     S T A T E   O F   N E W   Y O R K
 ________________________________________________________________________
 
                                  9415--A
 
                           I N  A S S E M B L Y
 
                               March 7, 2022
                                ___________
 
 Introduced  by  M.  of A. GALLAGHER, MITAYNES, GONZALEZ-ROJAS, L. ROSEN-
   THAL, EPSTEIN, KIM, THIELE, GALEF, GOTTFRIED, MAMDANI, SIMON,  DAVILA,
   FORREST  --  read  once and referred 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  limited liability company law, the tax law, the
   administrative code of the city of New York, and the executive law, in
   relation to the disclosure of beneficial owners of  limited  liability
   companies and certain other business entities
 
   THE  PEOPLE OF THE STATE OF NEW YORK, REPRESENTED IN SENATE AND ASSEM-
 BLY, DO ENACT AS FOLLOWS:
 
   Section 1. Short title. This act shall be known and may  be  cited  as
 the "LLC transparency act".
   §  2.  Section  102 of the limited liability company law is amended by
 adding a new subdivision (ii) to read as follows:
   (II) (1) "BENEFICIAL OWNER" MEANS A NATURAL PERSON  WHO,  DIRECTLY  OR
 INDIRECTLY,  (A)  HOLDS  A  MEMBERSHIP  INTEREST  IN A LIMITED LIABILITY
 COMPANY; (B) EXERCISES SUBSTANTIAL  CONTROL  OVER  THE  DECISIONS  OF  A
 MEMBERSHIP  INTEREST  IN  A  LIMITED  LIABILITY COMPANY; OR (C) HAS BEEN
 ASSIGNED A MEMBERSHIP INTEREST IN A LIMITED LIABILITY COMPANY. THE IDEN-
 TIFICATION OF BENEFICIAL OWNERS SHALL NOT BE DEEMED AN UNWARRANTED INVA-
 SION OF PERSONAL PRIVACY PURSUANT TO ARTICLE SIX OF THE PUBLIC  OFFICERS
 LAW.  FOR  THE  PURPOSES  OF  THIS SUBDIVISION AND FOR ANY REFERENCES TO
 BENEFICIAL OWNERS OF ANY LIMITED LIABILITY COMPANY,  THE  TERM  "LIMITED
 LIABILITY  COMPANY"  SHALL  INCLUDE,  WHERE  APPLICABLE, FOREIGN LIMITED
 LIABILITY COMPANIES AND AUTHORIZED FOREIGN LIMITED LIABILITY COMPANIES.
   (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; (E)  A
 
  EXPLANATION--Matter in ITALICS (underscored) is new; matter in brackets
                       [ ] is old law to be omitted.
              

                                                            LBD13266-12-2
 A. 9415--A                          2

 CREDITOR  OF A LIMITED LIABILITY COMPANY, UNLESS THE CREDITOR ALSO MEETS
 THE REQUIREMENTS OF PARAGRAPH  ONE  OF  THIS  SUBDIVISION;  OR  (F)  ANY
 NATURAL  PERSON WHOSE MEMBERSHIP INTEREST IN A LIMITED LIABILITY COMPANY
 DERIVES  SOLELY  FROM  HIS  OR  HER EMPLOYMENT BY SUCH LIMITED LIABILITY
 COMPANY AND SUCH LIMITED LIABILITY COMPANY'S ORGANIZATION AS AN  EMPLOY-
 EE-OWNED  BUSINESS  OR  WORKER COOPERATIVE, AS EVIDENCED BY SUCH LIMITED
 LIABILITY COMPANY'S BY-LAWS OR ARTICLES OF ORGANIZATION.
   (3) IF A BENEFICIAL OWNER OF A LIMITED  LIABILITY  COMPANY  INDIRECTLY
 MEETS THE REQUIREMENTS OF SUBPARAGRAPH (A), (B), OR (C) OF PARAGRAPH ONE
 OF  THIS SUBDIVISION, AND SUCH COMPANY IS REQUIRED TO DISCLOSE ITS BENE-
 FICIAL OWNERS, SUCH BENEFICIAL OWNER SHALL IDENTIFY EACH AND EVERY ENTI-
 TY OR PERSON LINKING SUCH BENEFICIAL  OWNER  TO  THE  LIMITED  LIABILITY
 COMPANY,  INCLUDING  BY  IDENTIFYING  EVERY  INTERMEDIARY  BY  NAME  AND
 EXPLAINING THE NATURE OF THE LEGAL OR ECONOMIC RELATIONSHIP OF THE BENE-
 FICIAL OWNER TO EACH SUCH INTERMEDIARY AND HOW EACH SUCH INTERMEDIARY IS
 LINKED TO EVERY OTHER INTERMEDIARY AND TO THE LIMITED LIABILITY COMPANY.
 THE BENEFICIAL OWNER MAY BE PERMITTED OR REQUIRED TO PROVIDE  A  DIAGRAM
 TO MEET THIS DISCLOSURE REQUIREMENT. IF INDIRECT BENEFICIAL OWNERSHIP IS
 EXERCISED THROUGH A PUBLICLY TRADED ENTITY, A REIT, A UPREIT, OR A MUTU-
 AL  FUND, THE REQUIREMENTS OF THIS PARAGRAPH SHALL ONLY APPLY TO BENEFI-
 CIAL OWNERS HOLDING OR CONTROLLING TWENTY-FIVE PERCENT OR  MORE  OF  THE
 EQUITY  IN  SUCH LIMITED LIABILITY COMPANY. THIS SUBDIVISION SHALL APPLY
 UNTIL FULL DISCLOSURE OF BENEFICIAL  OWNERSHIP  BY  NATURAL  PERSONS  IS
 ACHIEVED.
   (4)  IF  INDIRECT BENEFICIAL OWNERSHIP IS EXERCISED THROUGH A TRUST OR
 SIMILAR ARRANGEMENT WHICH HOLDS OR  CONTROLS,  DIRECTLY  OR  INDIRECTLY,
 TWENTY-FIVE  PERCENT  OR  MORE  OF  THE  EQUITY IN THE LIMITED LIABILITY
 COMPANY OR EXERCISES SUBSTANTIAL CONTROL OVER SUCH COMPANY, THE  LIMITED
 LIABILITY  COMPANY  SHALL  IDENTIFY  AS  A BENEFICIAL OWNER EACH NATURAL
 PERSON SERVING AS: (A) A TRUSTEE OF THE TRUST, A TRUST PROTECTOR, OR ANY
 OTHER INDIVIDUAL WITH AUTHORITY, DIRECTLY OR INDIRECTLY, TO  DISPOSE  OF
 TRUST  INCOME,  ASSETS,  OR  PRINCIPAL; (B) A TRUST BENEFICIARY WITH THE
 RIGHT, DIRECTLY OR INDIRECTLY, TO RECEIVE, DEMAND, OR WITHDRAW ANY TRUST
 INCOME, ASSETS, OR PRINCIPAL; AND (C) A  GRANTOR  OR  SETTLOR  WITH  THE
 RIGHT,  DIRECTLY  OR  INDIRECTLY,  TO  REVOKE  THE  TRUST OR TO RECEIVE,
 DEMAND, OR WITHDRAW TRUST INCOME, ASSETS OR PRINCIPAL.
   § 3. 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
 members  of  the  limited  liability  company  as authorized pursuant to
 section six hundred nine of this chapter; [and]
   (7) A DOCUMENT  IDENTIFYING  THE  BENEFICIAL  OWNERS  OF  THE  LIMITED
 LIABILITY  COMPANY  IN  ACCORDANCE  WITH  SUBDIVISION (A) OF SECTION TWO
 HUNDRED FIFTEEN OF THIS ARTICLE; AND
   (8) any other provisions, not inconsistent with law, that the  members
 elect to include in the articles [or] OF 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
 A. 9415--A                          3
 
 required or permitted to be included in the operating agreement  of  the
 limited  liability company pursuant to section four hundred seventeen of
 this chapter.
   §  4.  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 MAY REVIEW SUCH ARTI-
 CLES OR CERTIFICATES FOR LEGAL SUFFICIENCY WITH REGARD  TO  REQUIREMENTS
 PERTAINING  TO  BENEFICIAL OWNERS PURSUANT TO SECTIONS TWO HUNDRED THREE
 AND TWO HUNDRED ELEVEN OF THIS ARTICLE; its review  shall  be  OTHERWISE
 limited to determining that the form has been completed.
   §  5. Paragraphs 8, 9, and 10 of subdivision (d) of section 211 of the
 limited liability company law, paragraph 10 as added by  section  18  of
 part  KK  of chapter 56 of the laws of 2021, are amended and a new para-
 graph 11 is added to read as follows:
   (8) the discovery of a materially false or inaccurate statement in the
 articles of organization; [and]
   (9) the decision to change any other  statement  in  the  articles  of
 organization[.];
   (10)  to  specify,  change  or  delete  the email address to which the
 secretary of state shall email a notice of the fact that process against
 the limited liability company has been electronically served upon him or
 her[.]; AND
   (11) A CHANGE IN THE  BENEFICIAL  OWNERS  OF  SUCH  LIMITED  LIABILITY
 COMPANY  OR  THE  INFORMATION  REQUIRED  TO BE PROVIDED RELATING TO EACH
 BENEFICIAL OWNER PURSUANT TO SECTION TWO HUNDRED THREE OF THIS ARTICLE.
   § 6. 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
 COMPANY, WHEN DISCLOSING ITS  BENEFICIAL  OWNERS,  SHALL  IDENTIFY  EACH
 BENEFICIAL  OWNER BY: (1) NAME; (2) DATE OF BIRTH; (3) CURRENT  RESIDEN-
 TIAL  OR BUSINESS STREET ADDRESS; (4) A UNIQUE IDENTIFYING NUMBER FROM A
 NON-EXPIRED PASSPORT ISSUED BY THE UNITED STATES OR A NON-EXPIRED  DRIV-
 ER'S  LICENSE  OR  IDENTIFICATION  CARD ISSUED BY THIS OR ANOTHER  STATE
 OR,  IF  NONE, A LEGIBLE AND CREDIBLE COPY OF THE PAGES OF A NON-EXPIRED
 FOREIGN PASSPORT BEARING A PHOTOGRAPH, DATE OF BIRTH,  AND  UNIQUE IDEN-
 TIFYING  INFORMATION  FOR THE BENEFICIAL OWNER; (5) A FEDERAL  OR  STATE
 TAXPAYER  IDENTIFICATION  NUMBER  OR, IF NONE, A LEGAL ENTITY IDENTIFIER
 ISSUED BY THE GLOBAL LEGAL ENTITY IDENTIFIER  FOUNDATION;  AND  (6)  THE
 NATURE  OF  THE  LEGAL  OR  ECONOMIC RELATIONSHIP BETWEEN THE BENEFICIAL
 OWNER AND THE LIMITED LIABILITY COMPANY.
   (B) EACH LIMITED LIABILITY COMPANY ORGANIZED UNDER THE  LAWS  OF  THIS
 STATE  SHALL ALSO FILE BENEFICIAL OWNERSHIP INFORMATION WITH THE FEDERAL
 REGISTRY FORMED UNDER THE CORPORATE TRANSPARENCY ACT, 31 U.S.C.  SECTION
 5336.
   (C) A LIMITED LIABILITY COMPANY, WHEN DISCLOSING ITS BENEFICIAL OWNERS
 TO  THE  DEPARTMENT  OF STATE OR DEPARTMENT OF TAXATION AND FINANCE, MAY
 SUBMIT A COPY OF  THE  BENEFICIAL  OWNERSHIP  INFORMATION  SUCH  COMPANY
 A. 9415--A                          4
 
 SUBMITTED  TO  THE FEDERAL GOVERNMENT PURSUANT TO 31 U.S.C. SECTION 5336
 IN ORDER TO SATISFY STATE DISCLOSURE REQUIREMENTS,  PROVIDED  THAT  SUCH
 FEDERAL REGISTRATION IS CURRENT AND CONTAINS ALL INFORMATION REQUIRED BY
 STATE LAW.
   (D) ANY PERSON WHO: (1) KNOWINGLY PROVIDES FALSE OR FRAUDULENT BENEFI-
 CIAL  OWNERSHIP  INFORMATION; OR (2) WILLFULLY FAILS TO PROVIDE COMPLETE
 OR UPDATED INFORMATION SHALL BE GUILTY OF A MISDEMEANOR  AND  LIABLE  TO
 THE  STATE FOR A CIVIL PENALTY OF NOT MORE THAN TEN THOUSAND DOLLARS AND
 SHALL BE PROHIBITED FROM ORGANIZING, FORMING, REGISTERING,  OR  MANAGING
 ANY  LIMITED  LIABILITY  COMPANY OR PARTNERSHIP IN THE STATE OF NEW YORK
 FOR A PERIOD NOT LESS THAN ONE YEAR OR GREATER THAN  FIVE  YEARS.    THE
 DEPARTMENT OF STATE MAY WITHDRAW OR PROHIBIT THE AUTHORITY OF SUCH ENTI-
 TY TO DO BUSINESS WITHIN THE STATE FOR AT LEAST TWO YEARS.
   §  7.  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 DOCUMENT IDENTIFYING THE BENEFICIAL OWNERS OF THE FOREIGN LIMIT-
 ED LIABILITY COMPANY IN ACCORDANCE WITH SUBDIVISION (A) OF SECTION EIGHT
 HUNDRED TEN OF THIS ARTICLE.
   §  8.  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 BENEFICIAL
 OWNERSHIP 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.
   § 9. 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, WHEN DISCLOSING ITS BENEFICIAL OWNERS, SHALL IDENTIFY EACH
 BENEFICIAL OWNER BY: (1) NAME; (2) DATE OF BIRTH; (3) CURRENT   RESIDEN-
 TIAL  OR BUSINESS STREET ADDRESS; (4) A UNIQUE IDENTIFYING NUMBER FROM A
 NON-EXPIRED PASSPORT ISSUED BY THE UNITED STATES OR A NON-EXPIRED  DRIV-
 ER'S   LICENSE  OR  IDENTIFICATION  CARD ISSUED BY THIS OR ANOTHER STATE
 OR, IF NONE, A LEGIBLE AND CREDIBLE COPY OF THE PAGES OF  A  NON-EXPIRED
 FOREIGN PASSPORT BEARING A PHOTOGRAPH, DATE OF BIRTH,  AND  UNIQUE IDEN-
 TIFYING   INFORMATION   FOR THE BENEFICIAL OWNER; (5) A FEDERAL OR STATE
 TAXPAYER IDENTIFICATION NUMBER OR, IF NONE, A  LEGAL  ENTITY  IDENTIFIER
 ISSUED  BY  THE  GLOBAL  LEGAL ENTITY IDENTIFIER FOUNDATION; AND (6) THE
 NATURE OF THE LEGAL OR  ECONOMIC  RELATIONSHIP  BETWEEN  THE  BENEFICIAL
 OWNER AND THE LIMITED LIABILITY COMPANY.
 A. 9415--A                          5
 
   (B)  EACH  FOREIGN  LIMITED  LIABILITY  COMPANY REGISTERED TO TRANSACT
 BUSINESS IN THIS STATE SHALL ALSO FILE BENEFICIAL OWNERSHIP  INFORMATION
 WITH  THE  FEDERAL REGISTRY FORMED UNDER THE CORPORATE TRANSPARENCY ACT,
 31 U.S.C.  SECTION 5336.
   (C)  A  FOREIGN LIMITED LIABILITY COMPANY, WHEN DISCLOSING ITS BENEFI-
 CIAL OWNERS TO THE DEPARTMENT OF STATE OR  DEPARTMENT  OF  TAXATION  AND
 FINANCE,  MAY SUBMIT A COPY OF THE BENEFICIAL OWNERSHIP INFORMATION SUCH
 COMPANY SUBMITTED TO  THE  FEDERAL  GOVERNMENT  PURSUANT  TO  31  U.S.C.
 SECTION 5336 IN ORDER TO SATISFY STATE DISCLOSURE REQUIREMENTS, PROVIDED
 THAT  SUCH  FEDERAL REGISTRATION IS CURRENT AND CONTAINS ALL INFORMATION
 REQUIRED BY STATE LAW.
   (D) ANY PERSON WHO: (1) KNOWINGLY PROVIDES FALSE OR FRAUDULENT BENEFI-
 CIAL OWNERSHIP INFORMATION OR (2) WILLFULLY FAILS TO PROVIDE COMPLETE OR
 UPDATED INFORMATION SHALL BE GUILTY OF A MISDEMEANOR AND LIABLE  TO  THE
 STATE  FOR  A  CIVIL  PENALTY  OF NOT MORE THAN TEN THOUSAND DOLLARS AND
 SHALL BE PROHIBITED FROM ORGANIZING, FORMING, REGISTERING,  OR  MANAGING
 ANY  LIMITED  LIABILITY  COMPANY OR PARTNERSHIP IN THE STATE OF NEW YORK
 FOR A PERIOD NOT LESS THAN ONE YEAR OR GREATER THAN  FIVE  YEARS.    THE
 DEPARTMENT OF STATE MAY WITHDRAW OR PROHIBIT THE AUTHORITY OF SUCH ENTI-
 TY  TO  TRANSACT  BUSINESS WITHIN THE STATE OF NEW YORK FOR AT LEAST TWO
 YEARS.
   § 10. Paragraph 2 of subdivision (a) of section 1409 of the  tax  law,
 as  amended by section 3 of part O of chapter 59 of the laws of 2021, is
 amended to read as follows:
   (2) When the grantor or grantee of a deed for a building used as resi-
 dential real property [containing up 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 liabil-
 ity 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 author-
 ized person of the limited liability company is itself a limited liabil-
 ity company or other business entity other than a publicly traded  enti-
 ty,  a  REIT, a UPREIT, or a mutual fund, the names and addresses of the
 shareholders, 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]  BENEFICIAL  OWNERS OF SUCH LIMITED LIABILITY COMPANY. For
 purposes of this subdivision, the terms ["members", "managers", "author-
 ized person",] "BENEFICIAL OWNERS" AND "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.
   § 11. Subdivision h of section 11-2105 of the administrative  code  of
 the  city  of  New York, as added by chapter 297 of the laws of 2019, is
 amended 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
 A. 9415--A                          6

 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]  BENEFICIAL OWNERS OF SUCH LIMITED LIABILITY COMPANY.  For
 purposes of this subdivision, the terms ["members", "managers", "author-
 ized person",] "BENEFICIAL OWNERS" AND "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.
   § 12. Subdivision (h) of section 1418 of the tax law,  as  amended  by
 section  4  of  part  O of chapter 59 of the laws of 2021, is amended to
 read as follows:
   (h) Notwithstanding the provisions of subdivision (a) of this section,
 the commissioner may  furnish  information  relating  to  real  property
 transfers  obtained or derived from returns filed pursuant to this arti-
 cle in relation to the real estate transfer tax, to the extent that such
 information is also required to  be  reported  to  the  commissioner  by
 section  three hundred thirty-three of the real property law and section
 five hundred seventy-four of the real property tax  law  and  the  rules
 adopted  thereunder,  provided  such information was collected through a
 combined process established pursuant to an agreement entered into  with
 the  commissioner  pursuant  to [paragraph viii of] subdivision one-e of
 section three hundred thirty-three of the real property law. The commis-
 sioner may redisclose such  information  to  the  extent  authorized  by
 section  five  hundred  seventy-four  of the real property tax law. [The
 commissioner may also disclose  any  information  reported  pursuant  to
 paragraph  two  of  subdivision  (a) of section fourteen hundred nine of
 this article.]
   § 13. Section 1418 of the tax law is amended by adding a new  subdivi-
 sion (j) to read as follows:
   (J) NOTWITHSTANDING THE PROVISIONS OF SUBDIVISION (A) OF THIS SECTION,
 THE   COMMISSIONER OR ANY OFFICER OR EMPLOYEE OF THE DEPARTMENT OF TAXA-
 TION AND FINANCE MAY FURNISH TO  THE  DEPARTMENT  OF  STATE  INFORMATION
 RELATING  TO    BENEFICIAL  OWNERSHIP  THAT  IS OBTAINED OR DERIVED FROM
 RETURNS FILED PURSUANT TO THIS ARTICLE.
   § 14. The tax law is amended by adding a new section 171-x to read  as
 follows:
   §  171-X.  INFORMATION  SHARING WITH THE DEPARTMENT OF STATE REGARDING
 BENEFICIAL OWNERS OF LIMITED LIABILITY  COMPANIES.  NOTWITHSTANDING  ANY
 OTHER  LAW,  THE  COMMISSIONER  SHALL RELEASE TO THE DEPARTMENT OF STATE
 INFORMATION REGARDING BENEFICIAL OWNERS OF LIMITED  LIABILITY  COMPANIES
 WHICH  IS  REPORTED  TO  THE  DEPARTMENT  EITHER ON A FORM ISSUED BY THE
 DEPARTMENT OR ANY OTHER  METHOD  OF  REPORT  TO  THE  DEPARTMENT.    FOR
 PURPOSES  OF  THIS  SECTION,  THE TERMS "BENEFICIAL OWNERS" AND "LIMITED
 LIABILITY COMPANY" SHALL HAVE  THE  SAME  MEANING  AS  THOSE  TERMS  ARE
 DEFINED IN SECTION ONE HUNDRED TWO OF THE LIMITED LIABILITY COMPANY LAW.
 A. 9415--A                          7
 
   §  15.  The  executive law is amended by adding a new section 100-b to
 read as follows:
   §  100-B.  CORPORATION  AND  BUSINESS  ENTITY DATABASE; INFORMATION ON
 BENEFICIAL OWNERS. 1. THE SECRETARY OF STATE SHALL ASSIGN  EACH  BENEFI-
 CIAL OWNER OF A LIMITED LIABILITY COMPANY AN ANONYMIZED UNIQUE IDENTIFY-
 ING  NUMBER AND PUBLISH SUCH NUMBER IN RELATION TO ANY AFFILIATED COMPA-
 NIES, IN ADDITION TO SUCH BENEFICIAL OWNER'S NAME, YEAR  OF  BIRTH,  AND
 BUSINESS ADDRESS, IN THE CORPORATION AND BUSINESS ENTITY DATABASE OR ANY
 SUBSEQUENT  DATABASE WHICH IS MAINTAINED BY THE DIVISION OF CORPORATIONS
 WITHIN THE DEPARTMENT OF STATE.   DATA,  INCLUDING  THE  NAME,  YEAR  OF
 BIRTH,  BUSINESS ADDRESS, AND UNIQUE IDENTIFYING NUMBER OF EVERY BENEFI-
 CIAL OWNER OF EVERY LIMITED LIABILITY  COMPANY  REGISTERED  TO  TRANSACT
 BUSINESS  IN NEW YORK STATE, SHALL BE PUBLISHED ONLINE IN A DOWNLOADABLE
 SPREADSHEET FORMAT AT LEAST  ONCE  ANNUALLY.    THE  IDENTIFICATION  AND
 PUBLICATION  OF  THE  NAMES,  YEARS  OF BIRTH, AND BUSINESS ADDRESSES OF
 BENEFICIAL OWNERS  SHALL  NOT  BE  DEEMED  AN  UNWARRANTED  INVASION  OF
 PERSONAL PRIVACY PURSUANT TO ARTICLE SIX OF THE PUBLIC OFFICERS LAW. THE
 DEPARTMENT  SHALL  ALSO  ESTABLISH,  THROUGH  REGULATIONS, PROCEDURES TO
 ALLOW  BENEFICIAL  OWNERS WITH  SIGNIFICANT PRIVACY INTERESTS  TO  APPLY
 FOR  A  WAIVER  TO  WITHHOLD  THEIR  NAMES,  YEARS OF BIRTH AND BUSINESS
 ADDRESSES FROM PUBLIC DISCLOSURE PURSUANT TO THIS OR ANY OTHER LAW.  THE
 ISSUANCE  OF  A  WAIVER SHALL BE UPON GOOD CAUSE SHOWN AND IN THE PUBLIC
 INTEREST, AND THE DEPARTMENT SHALL DETERMINE THAT THE  RECIPIENT  DEMON-
 STRATES  MINIMAL  RISK OF MONEY LAUNDERING, TAX EVASION, OR OTHER FINAN-
 CIAL CRIME; PROVIDED, HOWEVER, THAT A NATURAL PERSON PARTICIPATING IN AN
 ADDRESS CONFIDENTIALITY PROGRAM OR WHO IS THE SOLE MEMBER OF  A  LIMITED
 LIABILITY COMPANY ACTING AS A RELATOR IN A QUI TAM ACTION FILED PURSUANT
 TO  SECTION  ONE  HUNDRED  NINETY  OF THE STATE FINANCE LAW OR 31 U.S.C.
 SECTION 3729 SHALL BE PRESUMED TO HAVE GOOD CAUSE  AND  PRIVACY  IN  THE
 PUBLIC  INTEREST.    FOR PURPOSES OF THIS SECTION, THE TERMS "BENEFICIAL
 OWNERS" AND "LIMITED LIABILITY COMPANY" SHALL HAVE THE SAME  MEANING  AS
 THOSE  TERMS  ARE  DEFINED  IN  SECTION  ONE  HUNDRED TWO OF THE LIMITED
 LIABILITY COMPANY LAW.
   2. THE SECRETARY OF STATE, IN COOPERATION  WITH  THE  COMMISSIONER  OF
 TAXATION  AND  FINANCE  AND THE OFFICE OF THE COMPTROLLER, SHALL ISSUE A
 REPORT NO LATER THAN JULY FIRST, TWO  THOUSAND  TWENTY-FIVE  DESCRIBING:
 THE  DEGREE OF COMPLIANCE AMONG LIMITED LIABILITY COMPANIES WITH BENEFI-
 CIAL OWNERSHIP INFORMATION  REPORTING  AND  ANY  EFFORTS  UNDERTAKEN  TO
 ENFORCE  COMPLIANCE; THE EFFORTS TO VERIFY BENEFICIAL OWNERSHIP INFORMA-
 TION; RECOMMENDATIONS FOR IMPROVEMENTS  TO  EXISTING  SYSTEMS  AND  LAWS
 CONCERNING  THE  COLLECTION  AND  VERIFICATION  OF  BENEFICIAL OWNERSHIP
 INFORMATION;  THE  EFFECTS  THAT  BENEFICIAL  OWNERSHIP  DISCLOSURE  AND
 REPORTING REQUIREMENTS FOR LIMITED LIABILITY COMPANIES HAVE HAD ON BUSI-
 NESS  FORMATION  OR  INVESTMENT  PRACTICES,  IF ANY, THROUGH OTHER LEGAL
 ENTITIES OR ARRANGEMENTS; AND, THE PUBLIC POLICY MERITS AND DEMERITS, IF
 ANY, OF EXPANDING BENEFICIAL OWNERSHIP DISCLOSURE REQUIREMENTS TO  OTHER
 TYPES  OF  CORPORATE  OR  LEGAL  ENTITIES.  THE SECRETARY OF STATE SHALL
 SOLICIT COMMENTS OR TESTIMONY FROM THE  PUBLIC  CONCERNING  THE  MATTERS
 COVERED BY THE REPORT AND INCLUDE A SUMMARY OF COMMENTS RECEIVED IN SUCH
 REPORT,  PROVIDED  THAT  ANY  SUBMISSION  OF  COMMENTS  OR  TESTIMONY IS
 PROTECTED AGAINST AUTOMATED OR ROBOTIC SUBMISSIONS.
   3. THE SECRETARY OF STATE, IN COOPERATION WITH THE COMMISSIONER OF THE
 DEPARTMENT OF TAXATION AND FINANCE, MAY VERIFY THE BENEFICIAL  OWNERSHIP
 INFORMATION INCLUDED IN RETURNS PURSUANT TO SUBDIVISION TWO-B OF SECTION
 TWO HUNDRED ELEVEN OF THE TAX LAW USING BENEFICIAL OWNERSHIP INFORMATION
 SUBMITTED TO THE DEPARTMENT OF STATE PURSUANT TO SECTION TWO HUNDRED TWO
 A. 9415--A                          8
 
 OR  EIGHT  HUNDRED  TWO OF THE LIMITED LIABILITY COMPANY LAW IN ORDER TO
 IDENTIFY FRAUD OR SUSPICIOUS ACTIVITIES AND  MAY,  AT  HIS  OR  HER  OWN
 DISCRETION, REFER SUCH FRAUD TO APPROPRIATE AUTHORITIES.
   §  16.  Section 211 of the tax law is amended by adding a new subdivi-
 sion 2-b to read as follows:
   2-B. (A) THE COMMISSIONER SHALL PRESCRIBE REGULATIONS AND INSTRUCTIONS
 REQUIRING RETURNS OF INFORMATION TO BE MADE  AND  FILED  IN  CONJUNCTION
 WITH THE REPORTS REQUIRED TO BE FILED PURSUANT TO THIS ARTICLE, RELATING
 TO  BENEFICIAL  OWNERS  OF LIMITED LIABILITY COMPANIES.  FOR PURPOSES OF
 THIS SECTION, THE  TERMS  "BENEFICIAL  OWNERS"  AND  "LIMITED  LIABILITY
 COMPANY"  SHALL  HAVE  THE  SAME  MEANING  AS THOSE TERMS ARE DEFINED IN
 SECTION ONE HUNDRED TWO OF THE LIMITED LIABILITY COMPANY LAW.
   (B) NO REPORT SHALL BE ACCEPTED BY THE DEPARTMENT IF  THE  INFORMATION
 REQUIRED  TO BE INCLUDED IN THE RETURN PURSUANT TO PARAGRAPH (A) OF THIS
 SUBDIVISION IS NOT INCLUDED IN SUCH REPORT.
   (C) THE COMMISSIONER, IN COOPERATION WITH THE SECRETARY OF STATE,  MAY
 VERIFY THE BENEFICIAL OWNERSHIP INFORMATION INCLUDED IN RETURNS PURSUANT
 TO  THIS SUBDIVISION USING BENEFICIAL OWNERSHIP INFORMATION SUBMITTED TO
 THE DEPARTMENT OF STATE PURSUANT TO SECTION TWO  HUNDRED  TWO  OR  EIGHT
 HUNDRED  TWO  OF  THE LIMITED LIABILITY COMPANY LAW IN ORDER TO IDENTIFY
 FRAUD OR SUSPICIOUS ACTIVITIES AND MAY AT  HIS  OR  HER  OWN  DISCRETION
 REFER SUCH FRAUD TO APPROPRIATE AUTHORITIES. THE INFORMATION INCLUDED IN
 RETURNS  PERTAINING  TO  THE  NAMES AND BUSINESS ADDRESSES OF BENEFICIAL
 OWNERS SHALL BE TRANSMITTED TO THE SECRETARY OF STATE TO KEEP BENEFICIAL
 OWNERSHIP INFORMATION UP TO DATE, INCLUDING WITH RESPECT TO THE BUSINESS
 ENTITY DATABASE OR ANY SUBSEQUENT DATABASE MAINTAINED BY THE DIVISION OF
 CORPORATIONS WITHIN THE DEPARTMENT OF  STATE  PURSUANT  TO  SECTION  ONE
 HUNDRED-B OF THE EXECUTIVE LAW.
   (D)  THE  INFORMATION REQUIRED TO BE INCLUDED WITH RETURNS PURSUANT TO
 THIS SUBDIVISION SHALL BE FILED AND SHALL BE IN SUCH FORM AS THE COMMIS-
 SIONER MAY PRESCRIBE.
   § 17. This act shall take effect on the three hundred sixty-fifth  day
 after  it  shall  have  become a law; provided further, however, that if
 part KK of chapter 56 of the laws of 2021 shall not have taken effect on
 or before such date then section five of this act shall take  effect  on
 the same date and in the same manner as such part of such chapter of the
 laws  of  2021 takes effect. Effective immediately, the addition, amend-
 ment and/or repeal of any rule or regulation necessary for the implemen-
 tation of this act on its effective date are authorized to be  made  and
 completed on or before such effective date.

                             
                     S T A T E   O F   N E W   Y O R K
 ________________________________________________________________________
 
                                  9415--C
                                                         Cal. No. 628
 
                           I N  A S S E M B L Y
 
                               March 7, 2022
                                ___________
 
 Introduced  by  M.  of A. GALLAGHER, MITAYNES, GONZALEZ-ROJAS, L. ROSEN-
   THAL, EPSTEIN, KIM, THIELE, GALEF, GOTTFRIED, MAMDANI, SIMON,  DAVILA,
   FORREST  --  read  once and referred to the Committee on Corporations,
   Authorities and Commissions --  committee  discharged,  bill  amended,
   ordered  reprinted  as  amended  and  recommitted to said committee --
   again reported from said committee with amendments, ordered  reprinted
   as  amended and recommitted to said committee -- reported from commit-
   tee, advanced to a  third  reading,  amended  and  ordered  reprinted,
   retaining its place on the order of third reading
 
 AN  ACT  to  amend the limited liability company law, in relation to the
   disclosure of beneficial owners of limited liability companies
 
   THE PEOPLE OF THE STATE OF NEW YORK, REPRESENTED IN SENATE AND  ASSEM-
 BLY, DO ENACT AS FOLLOWS:
 
   Section  1.  Short  title. This act shall be known and may be cited as
 the "LLC transparency act".
   § 2. Section 102 of the limited liability company law  is  amended  by
 adding a new subdivision (ii) to read as follows:
   (II)  (1)  "BENEFICIAL  OWNER" MEANS A NATURAL PERSON WHO, DIRECTLY OR
 INDIRECTLY, (A) HOLDS A  MEMBERSHIP  INTEREST  IN  A  LIMITED  LIABILITY
 COMPANY;  (B)  EXERCISES  SUBSTANTIAL  CONTROL  OVER  THE DECISIONS OF A
 MEMBERSHIP INTEREST IN A LIMITED LIABILITY  COMPANY;  OR  (C)  HAS  BEEN
 ASSIGNED  A MEMBERSHIP INTEREST IN A LIMITED LIABILITY COMPANY.  FOR THE
 PURPOSES OF THIS SUBDIVISION AND FOR ANY REFERENCES TO BENEFICIAL OWNERS
 OF ANY LIMITED LIABILITY COMPANY, THE TERM "LIMITED  LIABILITY  COMPANY"
 SHALL INCLUDE, WHERE APPLICABLE, FOREIGN LIMITED LIABILITY COMPANIES AND
 AUTHORIZED FOREIGN LIMITED LIABILITY COMPANIES.
   (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; (E) A
 
  EXPLANATION--Matter in ITALICS (underscored) is new; matter in brackets
              

                       [ ] is old law to be omitted.
                                                            LBD13266-17-2
 A. 9415--C                          2
 
 CREDITOR OF A LIMITED LIABILITY COMPANY, UNLESS THE CREDITOR ALSO  MEETS
 THE  REQUIREMENTS  OF  PARAGRAPH  ONE  OF  THIS  SUBDIVISION; OR (F) ANY
 NATURAL PERSON WHOSE MEMBERSHIP INTEREST IN A LIMITED LIABILITY  COMPANY
 DERIVES  SOLELY  FROM  HIS  OR  HER EMPLOYMENT BY SUCH LIMITED LIABILITY
 COMPANY AND SUCH LIMITED LIABILITY COMPANY'S ORGANIZATION AS AN  EMPLOY-
 EE-OWNED  BUSINESS  OR  WORKER COOPERATIVE, AS EVIDENCED BY SUCH LIMITED
 LIABILITY COMPANY'S BY-LAWS OR ARTICLES OF ORGANIZATION.
   (3) IF A BENEFICIAL OWNER OF A LIMITED  LIABILITY  COMPANY  INDIRECTLY
 MEETS THE REQUIREMENTS OF SUBPARAGRAPH (A), (B), OR (C) OF PARAGRAPH ONE
 OF  THIS SUBDIVISION, AND SUCH COMPANY IS REQUIRED TO DISCLOSE ITS BENE-
 FICIAL OWNERS TO THE DEPARTMENT OF STATE OR DEPARTMENT OF  TAXATION  AND
 FINANCE,  SUCH  BENEFICIAL OWNER SHALL IDENTIFY EACH AND EVERY ENTITY OR
 PERSON LINKING SUCH BENEFICIAL OWNER TO THE LIMITED  LIABILITY  COMPANY,
 INCLUDING  BY  IDENTIFYING EVERY INTERMEDIARY BY NAME AND EXPLAINING THE
 NATURE OF THE LEGAL OR ECONOMIC RELATIONSHIP OF THE BENEFICIAL OWNER  TO
 EACH SUCH INTERMEDIARY AND HOW EACH SUCH INTERMEDIARY IS LINKED TO EVERY
 OTHER  INTERMEDIARY AND TO THE LIMITED LIABILITY COMPANY. THE BENEFICIAL
 OWNER MAY BE PERMITTED OR REQUIRED TO PROVIDE A  DIAGRAM  TO  MEET  THIS
 DISCLOSURE  REQUIREMENT.  IF  INDIRECT BENEFICIAL OWNERSHIP IS EXERCISED
 THROUGH A PUBLICLY TRADED ENTITY, A REIT, A UPREIT, OR  A  MUTUAL  FUND,
 THE REQUIREMENTS OF THIS PARAGRAPH SHALL ONLY APPLY TO BENEFICIAL OWNERS
 HOLDING OR CONTROLLING TWENTY-FIVE PERCENT OR MORE OF THE EQUITY IN SUCH
 LIMITED  LIABILITY  COMPANY.  THIS  SUBDIVISION  SHALL  APPLY UNTIL FULL
 DISCLOSURE OF BENEFICIAL OWNERSHIP BY NATURAL PERSONS IS ACHIEVED.
   (4) IF INDIRECT BENEFICIAL OWNERSHIP IS EXERCISED THROUGH A  TRUST  OR
 SIMILAR  ARRANGEMENT  WHICH  HOLDS  OR CONTROLS, DIRECTLY OR INDIRECTLY,
 TWENTY-FIVE PERCENT OR MORE OF  THE  EQUITY  IN  THE  LIMITED  LIABILITY
 COMPANY  OR EXERCISES SUBSTANTIAL CONTROL OVER SUCH COMPANY, THE LIMITED
 LIABILITY COMPANY SHALL IDENTIFY AS  A  BENEFICIAL  OWNER  EACH  NATURAL
 PERSON SERVING AS: (A) A TRUSTEE OF THE TRUST, A TRUST PROTECTOR, OR ANY
 OTHER  INDIVIDUAL  WITH AUTHORITY, DIRECTLY OR INDIRECTLY, TO DISPOSE OF
 TRUST INCOME, ASSETS, OR PRINCIPAL; (B) A  TRUST  BENEFICIARY  WITH  THE
 RIGHT, DIRECTLY OR INDIRECTLY, TO RECEIVE, DEMAND, OR WITHDRAW ANY TRUST
 INCOME,  ASSETS,  OR  PRINCIPAL;  AND  (C) A GRANTOR OR SETTLOR WITH THE
 RIGHT, DIRECTLY OR INDIRECTLY,  TO  REVOKE  THE  TRUST  OR  TO  RECEIVE,
 DEMAND, OR WITHDRAW TRUST INCOME, ASSETS OR PRINCIPAL.
   §  3.  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
 members of the limited  liability  company  as  authorized  pursuant  to
 section six hundred nine of this chapter; [and]
   (7)  A  DOCUMENT  IDENTIFYING  THE  BENEFICIAL  OWNERS  OF THE LIMITED
 LIABILITY COMPANY IN ACCORDANCE WITH  SUBDIVISION  (A)  OF  SECTION  TWO
 HUNDRED FIFTEEN OF THIS ARTICLE; AND
   (8)  any other provisions, not inconsistent with law, that the members
 elect to include in the articles [or] OF 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
 A. 9415--C                          3
 
 required  or  permitted to be included in the operating agreement of the
 limited liability company pursuant to section four hundred seventeen  of
 this chapter.
   §  4.  Paragraphs 8, 9 and 10 of subdivision (d) of section 211 of the
 limited liability company law, paragraph 10 as added by  section  18  of
 part  KK  of chapter 56 of the laws of 2021, are amended and a new para-
 graph 11 is added to read as follows:
   (8) the discovery of a materially false or inaccurate statement in the
 articles of organization; [and]
   (9) the decision to change any other  statement  in  the  articles  of
 organization[.];
   (10)  to  specify,  change  or  delete  the email address to which the
 secretary of state shall email a notice of the fact that process against
 the limited liability company has been electronically served upon him or
 her[.]; AND
   (11) A CHANGE IN THE  BENEFICIAL  OWNERS  OF  SUCH  LIMITED  LIABILITY
 COMPANY  OR  THE  INFORMATION  REQUIRED  TO BE PROVIDED RELATING TO EACH
 BENEFICIAL OWNER PURSUANT TO SECTION TWO HUNDRED THREE OF THIS ARTICLE.
   § 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
 COMPANY, WHEN DISCLOSING ITS  BENEFICIAL  OWNERS,  SHALL  IDENTIFY  EACH
 BENEFICIAL  OWNER BY: (1) NAME; (2) DATE OF BIRTH; (3) CURRENT  RESIDEN-
 TIAL  OR BUSINESS STREET ADDRESS; (4) A UNIQUE IDENTIFYING NUMBER FROM A
 NON-EXPIRED PASSPORT ISSUED BY THE UNITED STATES OR A NON-EXPIRED  DRIV-
 ER'S  LICENSE  OR  IDENTIFICATION  CARD ISSUED BY THIS OR ANOTHER  STATE
 OR,  IF  NONE, A LEGIBLE AND CREDIBLE COPY OF THE PAGES OF A NON-EXPIRED
 FOREIGN PASSPORT BEARING A PHOTOGRAPH, DATE OF BIRTH,  AND  UNIQUE IDEN-
 TIFYING  INFORMATION  FOR THE BENEFICIAL OWNER; (5) A FEDERAL  OR  STATE
 TAXPAYER  IDENTIFICATION  NUMBER  OR, IF NONE, A LEGAL ENTITY IDENTIFIER
 ISSUED BY THE GLOBAL LEGAL ENTITY IDENTIFIER FOUNDATION.
   (B) A LIMITED LIABILITY COMPANY, WHEN DISCLOSING ITS BENEFICIAL OWNERS
 TO THE DEPARTMENT OF STATE OR DEPARTMENT OF TAXATION  AND  FINANCE,  MAY
 SUBMIT  A  COPY  OF  THE  BENEFICIAL  OWNERSHIP INFORMATION SUCH COMPANY
 SUBMITTED TO THE FEDERAL GOVERNMENT PURSUANT TO 31 U.S.C.  SECTION  5336
 IN  ORDER  TO  SATISFY STATE DISCLOSURE REQUIREMENTS, PROVIDED THAT SUCH
 FEDERAL REGISTRATION IS CURRENT AND CONTAINS ALL INFORMATION REQUIRED BY
 STATE LAW.
   (C) THE IDENTIFICATION AND DISCLOSURE OF THE NAME,  BUSINESS  ADDRESS,
 AND  YEAR  OF  BIRTH OF A BENEFICIAL OWNER SHALL NOT BE DEEMED AN UNWAR-
 RANTED INVASION OF PERSONAL PRIVACY  PURSUANT  TO  ARTICLE  SIX  OF  THE
 PUBLIC  OFFICERS  LAW.  ALL OTHER PERSONAL OR IDENTIFYING INFORMATION OF
 SUCH BENEFICIAL OWNER  SHALL  BE  DEEMED  CONFIDENTIAL  EXCEPT  FOR  THE
 PURPOSES OF LAW ENFORCEMENT. IF CONFIDENTIAL INFORMATION ASSOCIATED WITH
 A  BENEFICIAL  OWNER  IS  HELD  ELECTRONICALLY,  SUCH  RECORDS  SHALL BE
 ENCRYPTED.
   § 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
 A. 9415--C                          4
 
 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 DOCUMENT IDENTIFYING THE BENEFICIAL OWNERS OF THE FOREIGN LIMIT-
 ED LIABILITY COMPANY IN ACCORDANCE WITH SUBDIVISION (A) OF SECTION EIGHT
 HUNDRED TEN OF THIS ARTICLE.
   § 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  BENEFICIAL
 OWNERSHIP  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.
   §  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, WHEN DISCLOSING ITS BENEFICIAL OWNERS, SHALL IDENTIFY  EACH
 BENEFICIAL  OWNER BY: (1) NAME; (2) DATE OF BIRTH; (3) CURRENT  RESIDEN-
 TIAL  OR BUSINESS STREET ADDRESS; (4) A UNIQUE IDENTIFYING NUMBER FROM A
 NON-EXPIRED PASSPORT ISSUED BY THE UNITED STATES OR A NON-EXPIRED  DRIV-
 ER'S  LICENSE  OR  IDENTIFICATION  CARD ISSUED BY THIS OR ANOTHER  STATE
 OR,  IF  NONE, A LEGIBLE AND CREDIBLE COPY OF THE PAGES OF A NON-EXPIRED
 FOREIGN PASSPORT BEARING A PHOTOGRAPH, DATE OF BIRTH,  AND  UNIQUE IDEN-
 TIFYING  INFORMATION  FOR THE BENEFICIAL OWNER; (5) A FEDERAL  OR  STATE
 TAXPAYER  IDENTIFICATION  NUMBER  OR, IF NONE, A LEGAL ENTITY IDENTIFIER
 ISSUED BY THE GLOBAL LEGAL ENTITY IDENTIFIER FOUNDATION.
   (B) A FOREIGN LIMITED LIABILITY COMPANY, WHEN DISCLOSING  ITS  BENEFI-
 CIAL  OWNERS  TO  THE  DEPARTMENT OF STATE OR DEPARTMENT OF TAXATION AND
 FINANCE, MAY SUBMIT A COPY OF THE BENEFICIAL OWNERSHIP INFORMATION  SUCH
 COMPANY  SUBMITTED  TO  THE  FEDERAL  GOVERNMENT  PURSUANT  TO 31 U.S.C.
 SECTION 5336 IN ORDER TO SATISFY STATE DISCLOSURE REQUIREMENTS, PROVIDED
 THAT SUCH FEDERAL REGISTRATION IS CURRENT AND CONTAINS  ALL  INFORMATION
 REQUIRED BY STATE LAW.
   (C)  THE  IDENTIFICATION AND DISCLOSURE OF THE NAME, BUSINESS ADDRESS,
 AND YEAR OF BIRTH OF A BENEFICIAL OWNER SHALL NOT BE  DEEMED  AN  UNWAR-
 RANTED  INVASION  OF  PERSONAL  PRIVACY  PURSUANT  TO ARTICLE SIX OF THE
 PUBLIC OFFICERS LAW. ALL OTHER PERSONAL OR  IDENTIFYING  INFORMATION  OF
 SUCH  BENEFICIAL  OWNER  SHALL  BE  DEEMED  CONFIDENTIAL  EXCEPT FOR THE
 PURPOSES OF LAW ENFORCEMENT. IF CONFIDENTIAL INFORMATION ASSOCIATED WITH
 A BENEFICIAL  OWNER  IS  HELD  ELECTRONICALLY,  SUCH  RECORDS  SHALL  BE
 ENCRYPTED.
   §  9.  This act shall take effect on the three hundred sixty-fifth day
 after it shall have become a law; provided  further,  however,  that  if
 part KK of chapter 56 of the laws of 2021 shall not have taken effect on
 or  before  such date then section four of this act shall take effect on
 the same date and in the same manner as such part of such chapter of the
 laws of 2021 takes effect. Effective immediately, the  addition,  amend-
 ment and/or repeal of any rule or regulation necessary for the implemen-
 tation  of  this act on its effective date are authorized to be made and
 completed on or before such effective date.