S T A T E O F N E W Y O R K
________________________________________________________________________
10357
I N A S S E M B L Y
May 13, 2022
___________
Introduced by COMMITTEE ON RULES -- (at request of M. of A. Gallagher)
-- read once and referred to the Committee on Ways and Means
AN ACT to amend the tax law and the administrative code of the city of
New York, in relation to the disclosure of beneficial owners of limit-
ed liability companies and certain other business entities
THE PEOPLE OF THE STATE OF NEW YORK, REPRESENTED IN SENATE AND ASSEM-
BLY, DO ENACT AS FOLLOWS:
Section 1. Paragraph 2 of subdivision (a) of section 1409 of the tax
law, as amended by section 3 of part O of chapter 59 of the laws of
2021, is amended to read as follows:
(2) When the grantor or grantee of a deed for a building used as resi-
dential real property [containing up to four family dwelling units] is a
limited liability company, the joint return shall not be accepted for
filing unless it is accompanied by a document which identifies the
[names and business addresses of all members, managers, and any other
authorized persons, if any, of such limited liability company and the
names and business addresses or, if none, the business addresses of all
shareholders, directors, officers, members, managers and partners of any
limited liability company or other business entity that are to be the
members, managers or authorized persons, if any, of such limited liabil-
ity company. The identification of such names and addresses shall not be
deemed an unwarranted invasion of personal privacy pursuant to article
six of the public officers law. If any such member, manager or author-
ized person of the limited liability company is itself a limited liabil-
ity company or other business entity other than a publicly traded enti-
ty, a REIT, a UPREIT, or a mutual fund, the names and addresses of the
shareholders, directors, officers, members, managers and partners of the
limited liability company or other business entity shall also be
disclosed until full disclosure of ultimate ownership by natural persons
is achieved] BENEFICIAL OWNERS OF SUCH LIMITED LIABILITY COMPANY. For
purposes of this subdivision, the terms ["members", "managers", "author-
ized person",] "BENEFICIAL OWNERS" AND "limited liability company" [and
"other business entity"] shall have the same meaning as those terms are
defined in section one hundred two of the limited liability company law.
EXPLANATION--Matter in ITALICS (underscored) is new; matter in brackets
[ ] is old law to be omitted.
LBD15666-01-2
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§ 2. Subdivision h of section 11-2105 of the administrative code of
the city of New York, as added by chapter 297 of the laws of 2019, is
amended to read as follows:
h. When the grantor or grantee of a deed for residential real property
[containing one- to four-family dwelling units] is a limited liability
company, the joint return shall not be accepted for filing unless it is
accompanied by a document which identifies the [names and business
addresses of all members, managers, and any other authorized persons, if
any, of such limited liability company and the names and business
addresses or, if none, the business addresses of all shareholders,
directors, officers, members, managers and partners of any limited
liability company or other business entity that are to be the members,
managers or authorized persons, if any, of such limited liability compa-
ny. The identification of such names and addresses shall not be deemed
an unwarranted invasion of personal privacy pursuant to article six of
the public officers law. If any such member, manager or authorized
person of the limited liability company is itself a limited liability
company or other business entity, the names and addresses of the share-
holders, directors, officers, members, managers and partners of the
limited liability company or other business entity shall also be
disclosed until full disclosure of ultimate ownership by natural persons
is achieved] BENEFICIAL OWNERS OF SUCH LIMITED LIABILITY COMPANY. For
purposes of this subdivision, the terms ["members", "managers", "author-
ized person",] "BENEFICIAL OWNERS" AND "limited liability company" [and
"other business entity"] shall have the same meaning as those terms are
defined in section one hundred two of the limited liability company law.
§ 3. Subdivision (h) of section 1418 of the tax law, as amended by
section 4 of part O of chapter 59 of the laws of 2021, is amended to
read as follows:
(h) Notwithstanding the provisions of subdivision (a) of this section,
the commissioner may furnish information relating to real property
transfers obtained or derived from returns filed pursuant to this arti-
cle in relation to the real estate transfer tax, to the extent that such
information is also required to be reported to the commissioner by
section three hundred thirty-three of the real property law and section
five hundred seventy-four of the real property tax law and the rules
adopted thereunder, provided such information was collected through a
combined process established pursuant to an agreement entered into with
the commissioner pursuant to [paragraph viii of] subdivision one-e of
section three hundred thirty-three of the real property law. The commis-
sioner may redisclose such information to the extent authorized by
section five hundred seventy-four of the real property tax law. [The
commissioner may also disclose any information reported pursuant to
paragraph two of subdivision (a) of section fourteen hundred nine of
this article.]
§ 4. Section 1418 of the tax law is amended by adding a new subdivi-
sion (j) to read as follows:
(J) NOTWITHSTANDING THE PROVISIONS OF SUBDIVISION (A) OF THIS SECTION,
THE COMMISSIONER OR ANY OFFICER OR EMPLOYEE OF THE DEPARTMENT OF TAXA-
TION AND FINANCE MAY FURNISH TO THE DEPARTMENT OF STATE INFORMATION
RELATING TO BENEFICIAL OWNERSHIP THAT IS OBTAINED OR DERIVED FROM
RETURNS FILED PURSUANT TO THIS ARTICLE.
§ 5. The tax law is amended by adding a new section 171-x to read as
follows:
§ 171-X. INFORMATION SHARING WITH THE DEPARTMENT OF STATE REGARDING
BENEFICIAL OWNERS OF LIMITED LIABILITY COMPANIES. NOTWITHSTANDING ANY
A. 10357 3
OTHER LAW, THE COMMISSIONER SHALL RELEASE TO THE DEPARTMENT OF STATE
INFORMATION REGARDING BENEFICIAL OWNERS OF LIMITED LIABILITY COMPANIES
WHICH IS REPORTED TO THE DEPARTMENT EITHER ON A FORM ISSUED BY THE
DEPARTMENT OR ANY OTHER METHOD OF REPORT TO THE DEPARTMENT. FOR
PURPOSES OF THIS SECTION, THE TERMS "BENEFICIAL OWNERS" AND "LIMITED
LIABILITY COMPANY" SHALL HAVE THE SAME MEANING AS THOSE TERMS ARE
DEFINED IN SECTION ONE HUNDRED TWO OF THE LIMITED LIABILITY COMPANY LAW.
§ 6. Section 211 of the tax law is amended by adding a new subdivision
2-b to read as follows:
2-B. (A) THE COMMISSIONER SHALL PRESCRIBE REGULATIONS AND INSTRUCTIONS
REQUIRING RETURNS OF INFORMATION TO BE MADE AND FILED IN CONJUNCTION
WITH THE REPORTS REQUIRED TO BE FILED PURSUANT TO THIS ARTICLE, RELATING
TO BENEFICIAL OWNERS OF LIMITED LIABILITY COMPANIES. FOR PURPOSES OF
THIS SECTION, THE TERMS "BENEFICIAL OWNERS" AND "LIMITED LIABILITY
COMPANY" SHALL HAVE THE SAME MEANING AS THOSE TERMS ARE DEFINED IN
SECTION ONE HUNDRED TWO OF THE LIMITED LIABILITY COMPANY LAW.
(B) NO REPORT SHALL BE ACCEPTED BY THE DEPARTMENT IF THE INFORMATION
REQUIRED TO BE INCLUDED IN THE RETURN PURSUANT TO PARAGRAPH (A) OF THIS
SUBDIVISION IS NOT INCLUDED IN SUCH REPORT.
(C) THE COMMISSIONER, IN COOPERATION WITH THE SECRETARY OF STATE, MAY
VERIFY THE BENEFICIAL OWNERSHIP INFORMATION INCLUDED IN RETURNS PURSUANT
TO THIS SUBDIVISION USING BENEFICIAL OWNERSHIP INFORMATION SUBMITTED TO
THE DEPARTMENT OF STATE PURSUANT TO SECTION TWO HUNDRED TWO OR EIGHT
HUNDRED TWO OF THE LIMITED LIABILITY COMPANY LAW IN ORDER TO IDENTIFY
FRAUD OR SUSPICIOUS ACTIVITIES AND MAY AT HIS OR HER OWN DISCRETION
REFER SUCH FRAUD TO APPROPRIATE AUTHORITIES. THE INFORMATION INCLUDED IN
RETURNS PERTAINING TO THE NAMES AND BUSINESS ADDRESSES OF BENEFICIAL
OWNERS SHALL BE TRANSMITTED TO THE SECRETARY OF STATE TO KEEP BENEFICIAL
OWNERSHIP INFORMATION UP TO DATE, INCLUDING WITH RESPECT TO THE BUSINESS
ENTITY DATABASE OR ANY SUBSEQUENT DATABASE MAINTAINED BY THE DIVISION OF
CORPORATIONS WITHIN THE DEPARTMENT OF STATE.
(D) THE INFORMATION REQUIRED TO BE INCLUDED WITH RETURNS PURSUANT TO
THIS SUBDIVISION SHALL BE FILED AND SHALL BE IN SUCH FORM AS THE COMMIS-
SIONER MAY PRESCRIBE.
§ 7. This act shall take effect on the ninetieth day after a chapter
of the laws of 2022 amending the limited liability law relating to the
disclosure of beneficial owners of limited liability companies, as
proposed in legislative bills numbers S. 8439-A and A. 9415-B, takes
effect.