Legislation
SECTION 215
Beneficial ownership disclosure
Limited Liability Company Law (LLC) CHAPTER 34, ARTICLE 2
* § 215. Beneficial ownership disclosure. (a) When filing the articles
of organization pursuant to section two hundred three of this article or
filing an amendment of the articles of organization pursuant to section
two hundred eleven of this article, the reporting company shall file
with the department of state a beneficial ownership disclosure, and any
updates to such information, as may be applicable, identifying each
beneficial owner by: (1) full legal name; (2) date of birth; (3) current
business street address; and (4) a unique identifying number from an
acceptable identification document defined in 31 U.S.C. § 5336 (a)(1).
Provided, however, that where an initial report contains the information
required herein, a reporting company may submit a copy of the initial
report, submitted to the federal government pursuant to 31 U.S.C. §
5336, to satisfy the requirements of this section.
(b) All personal or identifying information of beneficial owners
provided to the department of state under this section not required to
be included in the business entity database pursuant to section one
hundred-b of the executive law, shall be deemed confidential except for
the purposes of law enforcement, or as otherwise required to be
disclosed pursuant to a court order. If confidential information
associated with a beneficial owner is held electronically, such records
shall be encrypted or protected in a substantially similar manner. The
department of state shall, upon the filing of each beneficial ownership
disclosure, assign each beneficial owner of a limited liability company
an anonymized unique identifying number, which shall not be based on any
personally identifying number including but not limited to a social
security or tax identification number assigned to or associated with
such beneficial owner.
(c) (1) Each reporting company formed on or before the effective date
of this section shall file the information required under subdivision
(a) of this section; and each exempt company formed on or before the
effective date of this section shall file a statement signed by a member
or manager indicating the provision or provisions of 31 U.S.C. §
5336(a)(11)(B), excluding such company from the definition of a
reporting company, with the department of state no later than January
first, two thousand twenty-five.
(2) A reporting company which has failed to file the beneficial
ownership disclosure as required by this section for a period exceeding
thirty days shall be shown to be past due on the records of the
department of state until an up-to-date beneficial ownership disclosure
is filed with the department.
(3) A reporting company which has failed to file the beneficial
ownership disclosure 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 after a notice of delinquency has been mailed to the
last known business address of such reporting company, and such company
has failed to file such information within sixty days of the mailing of
such notice. Such delinquency shall be removed from the records of the
department of state upon the filing of an up-to-date beneficial
ownership disclosure, and the payment of a civil penalty of two hundred
fifty dollars.
* NB Effective and Repealed January 1, 2026
of organization pursuant to section two hundred three of this article or
filing an amendment of the articles of organization pursuant to section
two hundred eleven of this article, the reporting company shall file
with the department of state a beneficial ownership disclosure, and any
updates to such information, as may be applicable, identifying each
beneficial owner by: (1) full legal name; (2) date of birth; (3) current
business street address; and (4) a unique identifying number from an
acceptable identification document defined in 31 U.S.C. § 5336 (a)(1).
Provided, however, that where an initial report contains the information
required herein, a reporting company may submit a copy of the initial
report, submitted to the federal government pursuant to 31 U.S.C. §
5336, to satisfy the requirements of this section.
(b) All personal or identifying information of beneficial owners
provided to the department of state under this section not required to
be included in the business entity database pursuant to section one
hundred-b of the executive law, shall be deemed confidential except for
the purposes of law enforcement, or as otherwise required to be
disclosed pursuant to a court order. If confidential information
associated with a beneficial owner is held electronically, such records
shall be encrypted or protected in a substantially similar manner. The
department of state shall, upon the filing of each beneficial ownership
disclosure, assign each beneficial owner of a limited liability company
an anonymized unique identifying number, which shall not be based on any
personally identifying number including but not limited to a social
security or tax identification number assigned to or associated with
such beneficial owner.
(c) (1) Each reporting company formed on or before the effective date
of this section shall file the information required under subdivision
(a) of this section; and each exempt company formed on or before the
effective date of this section shall file a statement signed by a member
or manager indicating the provision or provisions of 31 U.S.C. §
5336(a)(11)(B), excluding such company from the definition of a
reporting company, with the department of state no later than January
first, two thousand twenty-five.
(2) A reporting company which has failed to file the beneficial
ownership disclosure as required by this section for a period exceeding
thirty days shall be shown to be past due on the records of the
department of state until an up-to-date beneficial ownership disclosure
is filed with the department.
(3) A reporting company which has failed to file the beneficial
ownership disclosure 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 after a notice of delinquency has been mailed to the
last known business address of such reporting company, and such company
has failed to file such information within sixty days of the mailing of
such notice. Such delinquency shall be removed from the records of the
department of state upon the filing of an up-to-date beneficial
ownership disclosure, and the payment of a civil penalty of two hundred
fifty dollars.
* NB Effective and Repealed January 1, 2026