* § 1108. Violations and Penalties. (a) (1) A reporting company which
has failed to file its beneficial ownership disclosure, attestation of
exemption, or annual statement as required by this article for a period
exceeding thirty days shall be shown to be past due on the records of
the department of state.

(2) The attorney general may assess a fine of up to five hundred
dollars for each day the company has been past due.

(3) In addition to any action brought seeking relief under paragraph
two of this subdivision, such past due status shall be removed from the
records of the department of state upon the filing of the current
statement required by section 1107 of this article, the payment of a
fine of two hundred fifty dollars, and verification from the attorney
general that any penalties imposed pursuant to paragraph two of this
subdivision have been paid.

(b) (1) A reporting company which has failed to file its beneficial
ownership disclosure, attestation of exemption, or annual statement as
required by this section for a period exceeding two years shall be shown
to be delinquent on the records of the department of state.

(2) The attorney general may assess a fine of up to five hundred
dollars for each day the company has been delinquent.

(3) In addition to any action brought seeking relief under paragraph
two of this subdivision, such delinquency shall be removed from the
records of the department of state upon the filing of the current
statement required by section 1107 of this article, the payment of a
fine of two hundred fifty dollars, and verification from the attorney
general that any penalties imposed pursuant to paragraph two of this
subdivision have been paid.

(c) It shall be unlawful for any person to knowingly provide, or
attempt to provide, false or fraudulent beneficial ownership
information, including a false or fraudulent identifying photograph or
document, to the department of state in accordance with this article. A
person shall not be in violation of this subdivision if such person
voluntarily and promptly, and in no case later than ninety days after
the date after the submission of beneficial ownership information,
provides the corrected information in the form and manner prescribed by
the department of state, unless the false or fraudulent information was
willfully submitted for the purpose of evading the requirements of this
article.

(d) In addition to any existing authority, the New York state attorney
general may investigate any violation of subdivision (c) of this section
and any limited liability company that fails to file its beneficial
ownership disclosure, annual statements, or attestation of exemption as
required by section eleven hundred seven of this article. The department
of state may refer, for an investigation, to the attorney general any
limited liability company for any violation of the provisions of this
article. The New York state attorney general may seek a fine of up to
five hundred dollars for each day the company has been past due in
filing its beneficial ownership disclosure or attestation of exemption.

(e) (1) The New York state attorney general may bring an action under
this section to dissolve or cancel any entity that is delinquent in
filing it's beneficial ownership disclosure or attestation of exemption
or has violated provisions of subdivision (c) of this section. If in the
court's discretion it shall appear that the limited liability company
should be dissolved and cancelled or the foreign limited liability
company's authority to do business in this state should be annulled, it
shall make a judgment or final order dissolving the limited liability
company or annulling the authority of the foreign limited liability
company.

(2) If the judgment or final order shall provide for a dissolution and
cancellation of the limited liability company or the annulment of
authority of the foreign limited liability company, the court may, in
its discretion, provide therein for the distribution of the property of
the limited liability company to those entitled thereto according to
their respective rights.

(3) The clerk of the court or such other person as the court may
direct shall transmit certified copies of the judgment or final order of
dissolution to the department of state.

(4) Upon filing by the department of state, the limited liability
company shall be dissolved and its articles of organization cancelled or
the authority of the foreign limited liability company shall be
annulled.

(f) Any penalties provided for in this section shall be in addition to
and may be imposed concurrently with any other remedy or penalty
otherwise provided for in law.

(g) Any reporting or exempt company that fails to file its beneficial
ownership disclosure or attestation of exemption in accordance with
section 1107 of this article shall be deemed suspended. Any reporting or
exempt company that fails to file its beneficial ownership disclosure or
attestation of exemption in accordance with section 1107 of this article
shall be given notice by the department of state of such suspension, at
least thirty days prior to any change of status. A reporting company or
exempt company that is suspended by operation of this subdivision shall
not conduct business in New York state until its beneficial ownership
disclosure or attestation of exemption has been filed, at which point
the suspension shall be deemed annulled and all corporate powers,
rights, privileges, immunities, duties and liabilities shall be restored
retroactively. The suspension of a reporting or exempt company shall not
limit or impair the validity of any contract or act of such reporting or
exempt company, or any right or remedy of any other party under or by
virtue of any contract, act or omission of such reporting or exempt
company, or the right of any other party to maintain any action or
special proceeding on any such contract, act or omission, or right of
such reporting or exempt company to defend any action or special
proceeding in this state, or result in any member, manager or agent of
such reporting or exempt company becoming liable for the contractual
obligations or other liabilities of the limited liability company.

(h) The secretary of state may promulgate regulations necessary to
effectuate the provisions of this article.

* NB Effective January 1, 2026