assembly Bill A9415B

2021-2022 Legislative Session

Relates to the disclosure of beneficial owners of limited liability companies

download bill text pdf

Sponsored By

Current Bill Status - On Floor Calendar


  • Introduced
  • In Committee
  • On Floor Calendar
    • Passed Senate
    • Passed Assembly
  • Delivered to Governor
  • Signed/Vetoed by Governor

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Actions

view actions (8)
Assembly Actions - Lowercase
Senate Actions - UPPERCASE
May 25, 2022 amended on third reading 9415c
May 05, 2022 advanced to third reading cal.628
May 03, 2022 reported
Apr 28, 2022 print number 9415b
Apr 28, 2022 amend (t) and recommit to corporations, authorities and commissions
Apr 20, 2022 print number 9415a
Apr 20, 2022 amend and recommit to corporations, authorities and commissions
Mar 07, 2022 referred to corporations, authorities and commissions

Co-Sponsors

view additional co-sponsors

A9415 - Details

See Senate Version of this Bill:
S8439
Law Section:
Limited Liability Company Law
Laws Affected:
Amd §§102, 203, 211, 802 & 804, add §§215 & 810, Lim Lil L

A9415 - Summary

Relates to the disclosure of beneficial owners of limited liability companies and certain information about such beneficial owners.

A9415 - Bill Text download pdf

 
                     S T A T E   O F   N E W   Y O R K
 ________________________________________________________________________
 
                                   9415
 
                           I N  A S S E M B L Y
 
                               March 7, 2022
                                ___________
 
 Introduced  by  M.  of  A.  GALLAGHER  --  read once and referred to the
   Committee on Corporations, Authorities and Commissions
 
 AN ACT to amend the limited liability company  law,  the  tax  law,  the
   administrative code of the city of New York, and the executive law, in
   relation  to  the disclosure of beneficial owners of limited 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. Section 102 of the limited liability company law is amended
 by adding a new subdivision (ii) to read as follows:
   (II)  (1)  "BENEFICIAL  OWNER" MEANS A NATURAL PERSON WHO, DIRECTLY OR
 INDIRECTLY, (A) HOLDS A  MEMBERSHIP  INTEREST  IN  A  LIMITED  LIABILITY
 COMPANY  OR  A FOREIGN LIMITED LIABILITY COMPANY; (B) EXERCISES SUBSTAN-
 TIAL CONTROL OVER THE DECISIONS OF A MEMBERSHIP INTEREST  IN  A  LIMITED
 LIABILITY  COMPANY  OR  A  FOREIGN LIMITED LIABILITY COMPANY; OR (C) HAS
 BEEN ASSIGNED A MEMBERSHIP INTEREST IN A LIMITED LIABILITY COMPANY OR  A
 FOREIGN LIMITED LIABILITY COMPANY.
   (2)  THE TERM "BENEFICIAL OWNER" SHALL NOT INCLUDE: (A) A MINOR CHILD;
 (B) A PERSON ACTING AS A NOMINEE, INTERMEDIARY, CUSTODIAN, OR  AGENT  ON
 BEHALF OF ANOTHER PERSON; (C) A PERSON ACTING SOLELY AS AN EMPLOYEE OF A
 LIMITED  LIABILITY  COMPANY  AND WHOSE CONTROL OVER OR ECONOMIC BENEFITS
 FROM THE LIMITED LIABILITY COMPANY DERIVES SOLELY  FROM  THE  EMPLOYMENT
 STATUS  OF  THE  PERSON;  (D)  A PERSON WHOSE ONLY INTEREST IN A LIMITED
 LIABILITY COMPANY IS THROUGH A RIGHT OF INHERITANCE, UNLESS  THE  PERSON
 ALSO  MEETS THE REQUIREMENTS OF PARAGRAPH ONE OF THIS SUBDIVISION; (E) A
 CREDITOR OF A LIMITED LIABILITY COMPANY, UNLESS THE CREDITOR ALSO  MEETS
 THE  REQUIREMENTS  OF  PARAGRAPH  ONE  OF  THIS  SUBDIVISION; OR (F) ANY
 NATURAL PERSON WHOSE MEMBERSHIP INTEREST IN A LIMITED LIABILITY  COMPANY
 DERIVES  SOLELY  FROM  HIS  OR  HER EMPLOYMENT BY SUCH LIMITED LIABILITY
 COMPANY AND SUCH LIMITED LIABILITY COMPANY'S ORGANIZATION AS AN  EMPLOY-
 EE-OWNED  BUSINESS  OR  WORKER COOPERATIVE, AS EVIDENCED BY SUCH LIMITED
 LIABILITY COMPANY'S BY-LAWS OR ARTICLES OF ORGANIZATION.
   (3) IF AN ENTITY OTHER THAN A NATURAL PERSON MEETS THE REQUIREMENTS OF
 A BENEFICIAL OWNER AS DEFINED IN PARAGRAPH ONE OF THIS SUBDIVISION,  THE
 
  EXPLANATION--Matter in ITALICS (underscored) is new; matter in brackets
                       [ ] is old law to be omitted.

Co-Sponsors

view additional co-sponsors

A9415A - Details

See Senate Version of this Bill:
S8439
Law Section:
Limited Liability Company Law
Laws Affected:
Amd §§102, 203, 211, 802 & 804, add §§215 & 810, Lim Lil L

A9415A - Summary

Relates to the disclosure of beneficial owners of limited liability companies and certain information about such beneficial owners.

A9415A - Bill Text download pdf

 
                     S T A T E   O F   N E W   Y O R K
 ________________________________________________________________________
 
                                  9415--A
 
                           I N  A S S E M B L Y
 
                               March 7, 2022
                                ___________
 
 Introduced  by  M.  of A. GALLAGHER, MITAYNES, GONZALEZ-ROJAS, L. ROSEN-
   THAL, EPSTEIN, KIM, THIELE, GALEF, GOTTFRIED, MAMDANI, SIMON,  DAVILA,
   FORREST  --  read  once and referred to the Committee on Corporations,
   Authorities and Commissions --  committee  discharged,  bill  amended,
   ordered reprinted as amended and recommitted to said committee

 AN  ACT  to  amend  the  limited liability company law, the tax law, the
   administrative code of the city of New York, and the executive law, in
   relation to the disclosure of beneficial owners of  limited  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. Short title. This act shall be known and may  be  cited  as
 the "LLC transparency act".
   §  2.  Section  102 of the limited liability company law is amended by
 adding a new subdivision (ii) to read as follows:
   (II) (1) "BENEFICIAL OWNER" MEANS A NATURAL PERSON  WHO,  DIRECTLY  OR
 INDIRECTLY,  (A)  HOLDS  A  MEMBERSHIP  INTEREST  IN A LIMITED LIABILITY
 COMPANY; (B) EXERCISES SUBSTANTIAL  CONTROL  OVER  THE  DECISIONS  OF  A
 MEMBERSHIP  INTEREST  IN  A  LIMITED  LIABILITY COMPANY; OR (C) HAS BEEN
 ASSIGNED A MEMBERSHIP INTEREST IN A LIMITED LIABILITY COMPANY. THE IDEN-
 TIFICATION OF BENEFICIAL OWNERS SHALL NOT BE DEEMED AN UNWARRANTED INVA-
 SION OF PERSONAL PRIVACY PURSUANT TO ARTICLE SIX OF THE PUBLIC  OFFICERS
 LAW.  FOR  THE  PURPOSES  OF  THIS SUBDIVISION AND FOR ANY REFERENCES TO
 BENEFICIAL OWNERS OF ANY LIMITED LIABILITY COMPANY,  THE  TERM  "LIMITED
 LIABILITY  COMPANY"  SHALL  INCLUDE,  WHERE  APPLICABLE, FOREIGN LIMITED
 LIABILITY COMPANIES AND AUTHORIZED FOREIGN LIMITED LIABILITY COMPANIES.
   (2) THE TERM "BENEFICIAL OWNER" SHALL NOT INCLUDE: (A) A MINOR  CHILD;
 (B)  A  PERSON ACTING AS A NOMINEE, INTERMEDIARY, CUSTODIAN, OR AGENT ON
 BEHALF OF ANOTHER PERSON; (C) A PERSON ACTING SOLELY AS AN EMPLOYEE OF A
 LIMITED LIABILITY COMPANY AND WHOSE CONTROL OVER  OR  ECONOMIC  BENEFITS
 FROM  THE  LIMITED  LIABILITY COMPANY DERIVES SOLELY FROM THE EMPLOYMENT
 STATUS OF THE PERSON; (D) A PERSON WHOSE  ONLY  INTEREST  IN  A  LIMITED
 LIABILITY  COMPANY  IS THROUGH A RIGHT OF INHERITANCE, UNLESS THE PERSON
 ALSO MEETS THE REQUIREMENTS OF PARAGRAPH ONE OF THIS SUBDIVISION; (E)  A
 
  EXPLANATION--Matter in ITALICS (underscored) is new; matter in brackets
                       [ ] is old law to be omitted.

Co-Sponsors

view additional co-sponsors

A9415B - Details

See Senate Version of this Bill:
S8439
Law Section:
Limited Liability Company Law
Laws Affected:
Amd §§102, 203, 211, 802 & 804, add §§215 & 810, Lim Lil L

A9415B - Summary

Relates to the disclosure of beneficial owners of limited liability companies and certain information about such beneficial owners.

A9415B - Bill Text download pdf

 
                     S T A T E   O F   N E W   Y O R K
 ________________________________________________________________________
 
                                  9415--B
 
                           I N  A S S E M B L Y
 
                               March 7, 2022
                                ___________
 
 Introduced  by  M.  of A. GALLAGHER, MITAYNES, GONZALEZ-ROJAS, L. ROSEN-
   THAL, EPSTEIN, KIM, THIELE, GALEF, GOTTFRIED, MAMDANI, SIMON,  DAVILA,
   FORREST  --  read  once and referred to the Committee on Corporations,
   Authorities and Commissions --  committee  discharged,  bill  amended,
   ordered  reprinted  as  amended  and  recommitted to said committee --
   again reported from said committee with amendments, ordered  reprinted
   as amended and recommitted to said committee
 
 AN  ACT  to  amend the limited liability company law, in relation to the
   disclosure of beneficial owners of limited liability companies
 
   THE PEOPLE OF THE STATE OF NEW YORK, REPRESENTED IN SENATE AND  ASSEM-
 BLY, DO ENACT AS FOLLOWS:
 
   Section  1.  Short  title. This act shall be known and may be cited as
 the "LLC transparency act".
   § 2. Section 102 of the limited liability company law  is  amended  by
 adding a new subdivision (ii) to read as follows:
   (II)  (1)  "BENEFICIAL  OWNER" MEANS A NATURAL PERSON WHO, DIRECTLY OR
 INDIRECTLY, (A) HOLDS A  MEMBERSHIP  INTEREST  IN  A  LIMITED  LIABILITY
 COMPANY;  (B)  EXERCISES  SUBSTANTIAL  CONTROL  OVER  THE DECISIONS OF A
 MEMBERSHIP INTEREST IN A LIMITED LIABILITY  COMPANY;  OR  (C)  HAS  BEEN
 ASSIGNED A MEMBERSHIP INTEREST IN A LIMITED LIABILITY COMPANY. THE IDEN-
 TIFICATION OF BENEFICIAL OWNERS SHALL NOT BE DEEMED AN UNWARRANTED INVA-
 SION  OF PERSONAL PRIVACY PURSUANT TO ARTICLE SIX OF THE PUBLIC OFFICERS
 LAW. FOR THE PURPOSES OF THIS SUBDIVISION  AND  FOR  ANY  REFERENCES  TO
 BENEFICIAL  OWNERS  OF  ANY LIMITED LIABILITY COMPANY, THE TERM "LIMITED
 LIABILITY COMPANY" SHALL  INCLUDE,  WHERE  APPLICABLE,  FOREIGN  LIMITED
 LIABILITY COMPANIES AND AUTHORIZED FOREIGN LIMITED LIABILITY COMPANIES.
   (2)  THE TERM "BENEFICIAL OWNER" SHALL NOT INCLUDE: (A) A MINOR CHILD;
 (B) A PERSON ACTING AS A NOMINEE, INTERMEDIARY, CUSTODIAN, OR  AGENT  ON
 BEHALF OF ANOTHER PERSON; (C) A PERSON ACTING SOLELY AS AN EMPLOYEE OF A
 LIMITED  LIABILITY  COMPANY  AND WHOSE CONTROL OVER OR ECONOMIC BENEFITS
 FROM THE LIMITED LIABILITY COMPANY DERIVES SOLELY  FROM  THE  EMPLOYMENT
 STATUS  OF  THE  PERSON;  (D)  A PERSON WHOSE ONLY INTEREST IN A LIMITED
 LIABILITY COMPANY IS THROUGH A RIGHT OF INHERITANCE, UNLESS  THE  PERSON
 ALSO  MEETS THE REQUIREMENTS OF PARAGRAPH ONE OF THIS SUBDIVISION; (E) A
 
  EXPLANATION--Matter in ITALICS (underscored) is new; matter in brackets
                       [ ] is old law to be omitted.

Co-Sponsors

view additional co-sponsors

A9415C (ACTIVE) - Details

See Senate Version of this Bill:
S8439
Law Section:
Limited Liability Company Law
Laws Affected:
Amd §§102, 203, 211, 802 & 804, add §§215 & 810, Lim Lil L

A9415C (ACTIVE) - Summary

Relates to the disclosure of beneficial owners of limited liability companies and certain information about such beneficial owners.

A9415C (ACTIVE) - Bill Text download pdf

 
                     S T A T E   O F   N E W   Y O R K
 ________________________________________________________________________
 
                                  9415--C
                                                         Cal. No. 628
 
                           I N  A S S E M B L Y
 
                               March 7, 2022
                                ___________
 
 Introduced  by  M.  of A. GALLAGHER, MITAYNES, GONZALEZ-ROJAS, L. ROSEN-
   THAL, EPSTEIN, KIM, THIELE, GALEF, GOTTFRIED, MAMDANI, SIMON,  DAVILA,
   FORREST  --  read  once and referred to the Committee on Corporations,
   Authorities and Commissions --  committee  discharged,  bill  amended,
   ordered  reprinted  as  amended  and  recommitted to said committee --
   again reported from said committee with amendments, ordered  reprinted
   as  amended and recommitted to said committee -- reported from commit-
   tee, advanced to a  third  reading,  amended  and  ordered  reprinted,
   retaining its place on the order of third reading
 
 AN  ACT  to  amend the limited liability company law, in relation to the
   disclosure of beneficial owners of limited liability companies
 
   THE PEOPLE OF THE STATE OF NEW YORK, REPRESENTED IN SENATE AND  ASSEM-
 BLY, DO ENACT AS FOLLOWS:
 
   Section  1.  Short  title. This act shall be known and may be cited as
 the "LLC transparency act".
   § 2. Section 102 of the limited liability company law  is  amended  by
 adding a new subdivision (ii) to read as follows:
   (II)  (1)  "BENEFICIAL  OWNER" MEANS A NATURAL PERSON WHO, DIRECTLY OR
 INDIRECTLY, (A) HOLDS A  MEMBERSHIP  INTEREST  IN  A  LIMITED  LIABILITY
 COMPANY;  (B)  EXERCISES  SUBSTANTIAL  CONTROL  OVER  THE DECISIONS OF A
 MEMBERSHIP INTEREST IN A LIMITED LIABILITY  COMPANY;  OR  (C)  HAS  BEEN
 ASSIGNED  A MEMBERSHIP INTEREST IN A LIMITED LIABILITY COMPANY.  FOR THE
 PURPOSES OF THIS SUBDIVISION AND FOR ANY REFERENCES TO BENEFICIAL OWNERS
 OF ANY LIMITED LIABILITY COMPANY, THE TERM "LIMITED  LIABILITY  COMPANY"
 SHALL INCLUDE, WHERE APPLICABLE, FOREIGN LIMITED LIABILITY COMPANIES AND
 AUTHORIZED FOREIGN LIMITED LIABILITY COMPANIES.
   (2)  THE TERM "BENEFICIAL OWNER" SHALL NOT INCLUDE: (A) A MINOR CHILD;
 (B) A PERSON ACTING AS A NOMINEE, INTERMEDIARY, CUSTODIAN, OR  AGENT  ON
 BEHALF OF ANOTHER PERSON; (C) A PERSON ACTING SOLELY AS AN EMPLOYEE OF A
 LIMITED  LIABILITY  COMPANY  AND WHOSE CONTROL OVER OR ECONOMIC BENEFITS
 FROM THE LIMITED LIABILITY COMPANY DERIVES SOLELY  FROM  THE  EMPLOYMENT
 STATUS  OF  THE  PERSON;  (D)  A PERSON WHOSE ONLY INTEREST IN A LIMITED
 LIABILITY COMPANY IS THROUGH A RIGHT OF INHERITANCE, UNLESS  THE  PERSON
 ALSO  MEETS THE REQUIREMENTS OF PARAGRAPH ONE OF THIS SUBDIVISION; (E) A
 
  EXPLANATION--Matter in ITALICS (underscored) is new; matter in brackets