Assembly Bill A9809

                            
                    S T A T E   O F   N E W   Y O R K
________________________________________________________________________

                                  9809

                          I N  A S S E M B L Y

                             April 12, 2016
                               ___________

Introduced  by  M. of A. SKOUFIS, ZEBROWSKI -- read once and referred to
  the Committee on Corporations, Authorities and Commissions

AN ACT to amend the limited liability company law, in relation to estab-
  lishing beneficial ownership for limited liability companies

  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)  "BENEFICIAL  OWNER"  MEANS  A  NATURAL  PERSON WHO IS A MEMBER,
MANAGER OR AUTHORIZED PERSON WITHIN A LIMITED LIABILITY COMPANY.
  S 2. Subdivision (e) of section 203 of the limited  liability  company
law,  as added by chapter 470 of the laws of 1997, is amended to read as
follows:
  (e) The articles of organization of a limited liability company  shall
set forth:
  (1) the name of the limited liability company;
  (2)  the  county  within this state in which the office of the limited
liability company is to be located or if the limited  liability  company
shall  maintain  more than one office in this state, the county in which
the principal office of the limited liability company is to be located;
  (3) if the limited liability company is to have  a  specific  date  of
dissolution  in  addition  to  the  events  of  dissolution set forth in
section seven hundred one of this chapter, the latest date on which  the
limited liability company is to dissolve;
  (4)  a  designation  of the secretary of state as agent of the limited
liability company upon whom process against it may  be  served  and  the
post  office address within or without this state to which the secretary
of state shall mail a copy of any process against the limited  liability
company served upon him or her;
  (5)  if  the  limited liability company is to have a registered agent,
its name and address within this state and a statement that  the  regis-
tered  agent  is  to  be the agent of the limited liability company upon
whom process against it may be served;

 EXPLANATION--Matter in ITALICS (underscored) is new; matter in brackets
                      [ ] is old law to be omitted.
                                                           LBD14137-07-6
              

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  (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)  THE  NAMES AND RESIDENTIAL ADDRESSES OF ALL BENEFICIAL OWNERS, IF
ANY, OF THE LIMITED LIABILITY COMPANY. IF ANY MEMBER, MANAGER OR AUTHOR-
IZED PERSON OF SUCH  LIMITED  LIABILITY  COMPANY  IS  ITSELF  A  LIMITED
LIABILITY  COMPANY  OR  OTHER BUSINESS ENTITY, THE NAMES AND RESIDENTIAL
ADDRESSES, OR IF NONE, THE BUSINESS ADDRESS OF  ALL  MEMBERS,  MANAGERS,
AND  AUTHORIZED  PERSONS OF THE LIMITED LIABILITY COMPANY OR OTHER BUSI-
NESS ENTITY SHALL BE DISCLOSED UNTIL FULL DISCLOSURE OF ULTIMATE  OWNER-
SHIP BY NATURAL PERSONS IS ACHIEVED; 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.
  S  3.  The  limited  liability  company law is amended by adding a new
section 215 to read as follows:
  S 215. BENEFICIAL OWNERS. (A) ANY  LIMITED  LIABILITY  COMPANY  FORMED
PURSUANT  TO  THIS  CHAPTER SHALL DISCLOSE, UPDATE AND VERIFY BENEFICIAL
OWNERSHIP INFORMATION WITH THE SECRETARY PURSUANT TO THIS SECTION.
  (B) SUCH INFORMATION AS REQUIRED PURSUANT TO SUBDIVISION (A)  OF  THIS
SECTION, SHALL INCLUDE THE BENEFICIAL OWNER'S NAME, RESIDENTIAL OR BUSI-
NESS ADDRESS, AND ANY ADDITIONAL INFORMATION DISCLOSED PURSUANT TO PARA-
GRAPH  SEVEN  OF  SUBDIVISION  (E)  OF SECTION TWO HUNDRED THREE OF THIS
ARTICLE.
  (C) THE INFORMATION CONTAINED IN SUBDIVISION (B) OF THIS SECTION SHALL
BE UPDATED WITH THE SECRETARY, NO  LATER  THAN  NINETY  DAYS  AFTER  ANY
CHANGE IN INFORMATION. SUCH INFORMATION SHALL BE RETAINED FOR FIVE YEARS
AFTER  A  LIMITED  LIABILITY COMPANY TERMINATES. THE DEPARTMENT OF STATE
SHALL ESTABLISH AND MAINTAIN A DATABASE  OF  THE  INFORMATION  DISCLOSED
PURSUANT  TO THIS PARAGRAPH AND SUCH DATABASE SHALL BE MADE AVAILABLE TO
THE PUBLIC ON THE DEPARTMENT'S WEBSITE WITHIN  NINETY  DAYS  AFTER  THEY
RECEIVE SUCH INFORMATION.
  (D)  ANY PERSON WHO (1) PROVIDES FALSE OF FRAUDULENT BENEFICIAL OWNER-
SHIP INFORMATION; (2) WILLFULLY FAILS TO  PROVIDE  COMPLETE  OR  UPDATED
INFORMATION;  (3)  DISCLOSES  THE  EXISTENCE  OF A SUBPOENA, SUMMONS, OR
OTHER REQUEST FOR BENEFICIAL OWNERSHIP INFORMATION; OR (4) IN THE  PROC-
ESS  OF  FORMATION  FAILS  TO  OBTAIN  OR MAINTAIN CREDIBLE, LEGIBLE AND
UPDATED BENEFICIAL OWNERSHIP INFORMATION SHALL BE LIABLE  TO  THE  STATE
FOR  A  CIVIL  PENALTY OF NOT MORE THAN FIVE THOUSAND DOLLARS AND MAY BE
IMPRISONED FOR NOT MORE THAN THREE YEARS OR BOTH.
  S 4. Paragraphs 7, 8 and 9 of subdivision (d) of section  211  of  the
limited  liability company law are renumbered paragraphs 8, 9 and 10 and
a new paragraph 7 is added to read as follows:
  7. A CHANGE IN BENEFICIAL OWNERSHIP, AS DEFINED IN SECTION ONE HUNDRED
TWO OF THIS ARTICLE;

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  S 5. This act shall take effect immediately.