S T A T E O F N E W Y O R K
________________________________________________________________________
5384
2019-2020 Regular Sessions
I N S E N A T E
April 29, 2019
___________
Introduced by Sen. COMRIE -- 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 state finance
law, in relation to requiring the inclusion of the identity of all
direct and indirect owners of the membership interests in a limited
liability company in the articles of organization and in state
contracts
THE PEOPLE OF THE STATE OF NEW YORK, REPRESENTED IN SENATE AND ASSEM-
BLY, DO ENACT AS FOLLOWS:
Section 1. 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) THE IDENTITY OF ALL DIRECT AND INDIRECT OWNERS OF THE MEMBERSHIP
INTERESTS IN THE LIMITED LIABILITY COMPANY AND THE PROPORTION OF EACH
DIRECT OR INDIRECT MEMBER'S OWNERSHIP INTEREST IN THE LIMITED LIABILITY
COMPANY; 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
EXPLANATION--Matter in ITALICS (underscored) is new; matter in brackets
[ ] is old law to be omitted.
LBD01817-01-9
S. 5384 2
required or permitted to be included in the operating agreement of the
limited liability company pursuant to section four hundred seventeen of
this chapter.
§ 2. The state finance law is amended by adding a new section 139-m to
read as follows:
§ 139-M. CONTRACTS WITH LIMITED LIABILITY COMPANIES. NOTWITHSTANDING
ANY OTHER PROVISION OF LAW, ANY CONTRACT ENTERED INTO BY THE STATE WITH
A LIMITED LIABILITY COMPANY, SHALL, IN ADDITION TO ANY OTHER REQUIRE-
MENTS FOR SUCH CONTRACT, INCLUDE THE IDENTITY OF ALL DIRECT AND INDIRECT
OWNERS OF THE MEMBERSHIP INTERESTS IN THE LIMITED LIABILITY COMPANY AND
THE PROPORTION OF EACH DIRECT OR INDIRECT MEMBER'S OWNERSHIP INTEREST IN
THE LIMITED LIABILITY COMPANY.
§ 3. This act shall take effect on the thirtieth day after it shall
have become a law and shall apply to all contracts entered into by the
state on or after such effective date.