NY State Senate Bill 2021-S2637

Senate Bill S2637

2021-2022 Legislative Session

Regulates political contributions and expenditures by limited liability companies and other entities

download bill text pdf

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
Jan 05, 2022	referred to corporations, authorities and commissions
Jan 22, 2021	referred to corporations, authorities and commissions

2021-S2637 (ACTIVE) - Details

Current Committee:: Senate Corporations, Authorities And Commissions
Law Section:: Limited Liability Company Law
Laws Affected:: Amd §§201 & 203, Lim Lil L; amd §§14-102 & 14-104, El L
Versions Introduced in Other Legislative Sessions:: 2015-2016: S8035
2017-2018: S3383
2019-2020: S1898

2021-S2637 (ACTIVE) - Summary

Regulates political contributions and expenditures by limited liability companies and the reporting thereof.

2021-S2637 (ACTIVE) - Sponsor Memo

                                
 
BILL NUMBER: S2637

SPONSOR: GALLIVAN
 
TITLE OF BILL:

An act to amend the limited liability company law and the election law,
in relation to political contributions and expenditures by limited
liability companies and other entities

 
PURPOSE:

To require that limited liability companies (LLCs) not be formed solely
for the purpose of making political contributions; to identify out of
state LLCs; and to reveal an individual associated with an LLC when such
companies make contributions to political candidates or campaign commit-
tees.

 
SUMMARY OF PROVISIONS:

Section 1 of the bill restricts LLCs from being established wholly to
make political campaign contributions.

Section 2 requires out of state LLCs to register with New York State

Sections 3 and 4 require the disclosure of individuals associated with
an LLC when filing statutorily required campaign financial statements
with the board of elections.

Section 5 sets forth the effective date.

 
JUSTIFICATION:

The Limited Liability Company Law, initially adopted in the State of New
York in 1994, sets forth the statutory authority governing business
entities known as Limited Liability Companies (LLC). The creation of the
LLC has afforded many businesses throughout New York the flexibility to
carry out business functions which were previously unavailable under
other versions of incorporation.

New York State's Board of Elections, in a 1996 decision, recognized an
LLC not as an entity, but as an individual in relation to campaign
contributions. Unfortunately, given the existing LLC statutory authori-
ty, it is difficult to identify an individual associated with the LLC
when such entity is making a contribution. Importantly, we aim to amel-
iorate this deficiency by requiring the identification of an individual
in relation to a contribution made by an LLC. Furthermore, we prohibit
the establishment of an LLC for the sole purpose of making political
contributions or expenditures. Enacting these reforms will ensure great-
er disclosure and transparency while closing loopholes that have been
ripe for abuse.

 
LEGISLATIVE HISTORY:

2019-20: S.1898 Referred to Corporations, Authorities and Commissions

2017-18: S.3383/A.10264 Referred to Corporations, Authorities and
Commissions

2015-16: S.8035 Referred to Rules
 
FISCAL IMPLICATIONS:

None.

 
EFFECTIVE DATE:
This act shall take effect first of January next succeeding the date on
which it shall have become a law.

2021-S2637 (ACTIVE) - Bill Text download pdf

                            
 
                     S T A T E   O F   N E W   Y O R K
 ________________________________________________________________________
 
                                   2637
 
                        2021-2022 Regular Sessions
 
                             I N  S E N A T E
 
                             January 22, 2021
                                ___________
 
 Introduced  by Sen. GALLIVAN -- 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 and the election law,
   in relation to political contributions  and  expenditures  by  limited
   liability companies and other entities

   THE  PEOPLE OF THE STATE OF NEW YORK, REPRESENTED IN SENATE AND ASSEM-
 BLY, DO ENACT AS FOLLOWS:
 
   Section 1. Section 201 of the limited liability company law is amended
 to read as follows:
   § 201. Purpose. A limited liability company may be formed  under  this
 chapter for any lawful business purpose or purposes except to do in this
 state  any business for which another statute specifically requires some
 other business entity or natural person to be formed or  used  for  such
 business;  OR  FORMED  OR  USED FOR THE SOLE PURPOSE OF MAKING POLITICAL
 CONTRIBUTIONS OR EXPENDITURES UNLESS REGISTERED AS A POLITICAL COMMITTEE
 OR INDEPENDENT EXPENDITURE COMMITTEE WITH THE BOARD OF ELECTIONS.
   § 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 and a new paragraph 8 is added 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) 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
 
  EXPLANATION--Matter in ITALICS (underscored) is new; matter in brackets
                       [ ] is old law to be omitted.

                                                            LBD04149-01-1

 S. 2637                             2
 
 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[.]; AND
   (8) IF A LIMITED LIABILITY COMPANY IS FORMED AND REGISTERED IN A STATE
 OTHER  THAN  NEW  YORK, IT MUST REGISTER WITH THE SECRETARY OF STATE AND
 MEET THE SAME FORMATION AND FILING REQUIREMENTS OF A  LIMITED  LIABILITY
 COMPANY  FORMED  AND  REGISTERED  IN  NEW YORK PRIOR TO MAKING POLITICAL
 CONTRIBUTIONS OR EXPENDITURES FOR  ANY  STATE  OR  LOCAL  CANDIDATE  FOR
 ELECTED OFFICE.
   §  3.  Subdivision 1 of section 14-102 of the election law, as amended
 by chapter 8 of the laws of 1978 and as redesignated by chapter 9 of the
 laws of 1978, is amended to read as follows:
   1. The treasurer of every political committee which, or  any  officer,
 member  or  agent  of  any  such  committee  who, in connection with any
 election, receives or expends any  money  or  other  valuable  thing  or
 incurs  any  liability  to pay money or its equivalent shall file state-
 ments sworn, or subscribed and bearing a form notice that  false  state-
 ments  made  therein are punishable as a class A misdemeanor pursuant to
 section 210.45 of the penal law, at the times prescribed by this article
 setting forth all the receipts, contributions to and the expenditures by
 and liabilities of the committee,  and  of  its  officers,  members  and
 agents in its behalf. Such statements shall include the dollar amount of
 any  receipt,  contribution or transfer, or the fair market value of any
 receipt, contribution or transfer, which is other  than  of  money,  the
 name  and  address  of  the  transferor, contributor or person from whom
 received, and if the transferor, contributor or person  is  a  political
 committee; the name of and the political unit represented by the commit-
 tee,  the  date  of its receipt, the dollar amount of every expenditure,
 the name and address of the person to whom it was made or  the  name  of
 and the political unit represented by the committee to which it was made
 and  the  date  thereof,  and  shall  state  clearly the purpose of such
 expenditure. ANY STATEMENT OF CAMPAIGN RECEIPT THAT INCLUDES A  CONTRIB-
 UTION  FROM  A  LIMITED  LIABILITY COMPANY SHALL INCLUDE THE NAME OF THE
 REGISTERED AGENT FOR SERVICE OF PROCESS  FILED  WITH  THE  SECRETARY  OF
 STATE  EXCEPT  THAT  WHERE  NO  REGISTERED  AGENT  IS SO DESIGNATED, ONE
 NATURAL PERSON WHO IS ASSOCIATED WITH SUCH  LIMITED  LIABILITY  COMPANY.
 Any  statement  reporting a loan shall have attached to it a copy of the
 evidence of indebtedness. Expenditures in sums under fifty dollars  need
 not  be specifically accounted for by separate items in said statements,
 and receipts and contributions aggregating  not  more  than  ninety-nine
 dollars, from any one contributor need not be specifically accounted for
 by  separate  items  in  said  statements,  provided  however, that such
 expenditures, receipts and contributions shall be subject to  the  other
 provisions of section 14-118 of this article.
   §  4.  Subdivision 1 of section 14-104 of the election law, as amended
 by section 1 of part C of chapter 286 of the laws of 2016, is amended to
 read as follows:
   1. Any candidate for election to public office, or for nomination  for
 public  office  at  a  contested  primary election or convention, or for
 election to a party position at a primary election,  shall  file  state-
 ments  sworn,  or subscribed and bearing a form notice that false state-
 ments made therein are punishable as a class A misdemeanor  pursuant  to
 section 210.45 of the penal law, at the times prescribed by this article

 S. 2637                             3
 
 setting  forth the particulars specified by section 14-102 of this arti-
 cle, as to all moneys or other valuable things, paid, given, expended or
 promised by him or her to aid his or her own nomination or election,  or
 to  promote  the  success  or  defeat of a political party, or to aid or
 influence the nomination or election or the defeat of any  other  candi-
 date to be voted for at the election or primary election or at a conven-
 tion, including contributions to political committees, officers, members
 or  agents  thereof, and transfers, receipts and contributions to him or
 her to be used for any of the purposes above specified, or in lieu ther-
 eof, any such candidate may file such a sworn  statement  at  the  first
 filing period, on a form prescribed by the state board of elections that
 such candidate has made no such expenditures and does not intend to make
 any  such  expenditures, except through a political committee authorized
 by such candidate pursuant to this article. Such candidate may designate
 a committee of no less than three persons who  shall  be  authorized  to
 appoint  and  remove  the  treasurer  of any authorized committee of the
 candidate. The designation or  revocation  of  the  committee  shall  be
 evidenced  in  a  writing filed with the state board of elections by the
 candidate authorizing the  committee.  The  candidate  may  revoke  such
 designation  at any time. A committee authorized by such a candidate may
 fulfill all of the filing requirements of this act  on  behalf  of  such
 candidate.    ANY STATEMENT OF CAMPAIGN RECEIPT THAT INCLUDES A CONTRIB-
 UTION FROM A LIMITED LIABILITY COMPANY SHALL INCLUDE  THE  NAME  OF  THE
 REGISTERED  AGENT  FOR  SERVICE  OF  PROCESS FILED WITH THE SECRETARY OF
 STATE EXCEPT THAT WHERE  NO  REGISTERED  AGENT  IS  SO  DESIGNATED,  ONE
 NATURAL PERSON WHO IS ASSOCIATED WITH SUCH LIMITED LIABILITY COMPANY.
   §  5. This act shall take effect on the first of January next succeed-
 ing the date on which it shall have become a law.

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