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.
LBD13266-12-2
A. 9415--A 2
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 A BENEFICIAL OWNER OF A LIMITED LIABILITY COMPANY INDIRECTLY
MEETS THE REQUIREMENTS OF SUBPARAGRAPH (A), (B), OR (C) OF PARAGRAPH ONE
OF THIS SUBDIVISION, AND SUCH COMPANY IS REQUIRED TO DISCLOSE ITS BENE-
FICIAL OWNERS, SUCH BENEFICIAL OWNER SHALL IDENTIFY EACH AND EVERY ENTI-
TY OR PERSON LINKING SUCH BENEFICIAL OWNER TO THE LIMITED LIABILITY
COMPANY, INCLUDING BY IDENTIFYING EVERY INTERMEDIARY BY NAME AND
EXPLAINING THE NATURE OF THE LEGAL OR ECONOMIC RELATIONSHIP OF THE BENE-
FICIAL OWNER TO EACH SUCH INTERMEDIARY AND HOW EACH SUCH INTERMEDIARY IS
LINKED TO EVERY OTHER INTERMEDIARY AND TO THE LIMITED LIABILITY COMPANY.
THE BENEFICIAL OWNER MAY BE PERMITTED OR REQUIRED TO PROVIDE A DIAGRAM
TO MEET THIS DISCLOSURE REQUIREMENT. IF INDIRECT BENEFICIAL OWNERSHIP IS
EXERCISED THROUGH A PUBLICLY TRADED ENTITY, A REIT, A UPREIT, OR A MUTU-
AL FUND, THE REQUIREMENTS OF THIS PARAGRAPH SHALL ONLY APPLY TO BENEFI-
CIAL OWNERS HOLDING OR CONTROLLING TWENTY-FIVE PERCENT OR MORE OF THE
EQUITY IN SUCH LIMITED LIABILITY COMPANY. THIS SUBDIVISION SHALL APPLY
UNTIL FULL DISCLOSURE OF BENEFICIAL OWNERSHIP BY NATURAL PERSONS IS
ACHIEVED.
(4) IF INDIRECT BENEFICIAL OWNERSHIP IS EXERCISED THROUGH A TRUST OR
SIMILAR ARRANGEMENT WHICH HOLDS OR CONTROLS, DIRECTLY OR INDIRECTLY,
TWENTY-FIVE PERCENT OR MORE OF THE EQUITY IN THE LIMITED LIABILITY
COMPANY OR EXERCISES SUBSTANTIAL CONTROL OVER SUCH COMPANY, THE LIMITED
LIABILITY COMPANY SHALL IDENTIFY AS A BENEFICIAL OWNER EACH NATURAL
PERSON SERVING AS: (A) A TRUSTEE OF THE TRUST, A TRUST PROTECTOR, OR ANY
OTHER INDIVIDUAL WITH AUTHORITY, DIRECTLY OR INDIRECTLY, TO DISPOSE OF
TRUST INCOME, ASSETS, OR PRINCIPAL; (B) A TRUST BENEFICIARY WITH THE
RIGHT, DIRECTLY OR INDIRECTLY, TO RECEIVE, DEMAND, OR WITHDRAW ANY TRUST
INCOME, ASSETS, OR PRINCIPAL; AND (C) A GRANTOR OR SETTLOR WITH THE
RIGHT, DIRECTLY OR INDIRECTLY, TO REVOKE THE TRUST OR TO RECEIVE,
DEMAND, OR WITHDRAW TRUST INCOME, ASSETS OR PRINCIPAL.
§ 3. 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) A DOCUMENT IDENTIFYING THE BENEFICIAL OWNERS OF THE LIMITED
LIABILITY COMPANY IN ACCORDANCE WITH SUBDIVISION (A) OF SECTION TWO
HUNDRED FIFTEEN OF THIS ARTICLE; AND
(8) any other provisions, not inconsistent with law, that the members
elect to include in the articles [or] OF 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
A. 9415--A 3
required or permitted to be included in the operating agreement of the
limited liability company pursuant to section four hundred seventeen of
this chapter.
§ 4. Section 209 of the limited liability company law is amended to
read as follows:
§ 209. Filing with the department of state. A signed articles of
organization and any signed certificate of amendment or other certif-
icates filed pursuant to this chapter or of any judicial decree of
amendment or cancellation shall be delivered to the department of state.
If the instrument that is delivered to the department of state for
filing complies as to form with the requirements of law and the filing
fee required by any statute of this state in connection therewith has
been paid, the instrument shall be filed and indexed by the department
of state. The department of state shall not review such articles or
certificates for legal sufficiency, EXCEPT THAT IT MAY REVIEW SUCH ARTI-
CLES OR CERTIFICATES FOR LEGAL SUFFICIENCY WITH REGARD TO REQUIREMENTS
PERTAINING TO BENEFICIAL OWNERS PURSUANT TO SECTIONS TWO HUNDRED THREE
AND TWO HUNDRED ELEVEN OF THIS ARTICLE; its review shall be OTHERWISE
limited to determining that the form has been completed.
§ 5. Paragraphs 8, 9, and 10 of subdivision (d) of section 211 of the
limited liability company law, paragraph 10 as added by section 18 of
part KK of chapter 56 of the laws of 2021, are amended and a new para-
graph 11 is added to read as follows:
(8) the discovery of a materially false or inaccurate statement in the
articles of organization; [and]
(9) the decision to change any other statement in the articles of
organization[.];
(10) to specify, change or delete the email address to which the
secretary of state shall email a notice of the fact that process against
the limited liability company has been electronically served upon him or
her[.]; AND
(11) A CHANGE IN THE BENEFICIAL OWNERS OF SUCH LIMITED LIABILITY
COMPANY OR THE INFORMATION REQUIRED TO BE PROVIDED RELATING TO EACH
BENEFICIAL OWNER PURSUANT TO SECTION TWO HUNDRED THREE OF THIS ARTICLE.
§ 6. The limited liability company law is amended by adding a new
section 215 to read as follows:
§ 215. BENEFICIAL OWNERSHIP DISCLOSURE. (A) A LIMITED LIABILITY
COMPANY, WHEN DISCLOSING ITS BENEFICIAL OWNERS, SHALL IDENTIFY EACH
BENEFICIAL OWNER BY: (1) NAME; (2) DATE OF BIRTH; (3) CURRENT RESIDEN-
TIAL OR BUSINESS STREET ADDRESS; (4) A UNIQUE IDENTIFYING NUMBER FROM A
NON-EXPIRED PASSPORT ISSUED BY THE UNITED STATES OR A NON-EXPIRED DRIV-
ER'S LICENSE OR IDENTIFICATION CARD ISSUED BY THIS OR ANOTHER STATE
OR, IF NONE, A LEGIBLE AND CREDIBLE COPY OF THE PAGES OF A NON-EXPIRED
FOREIGN PASSPORT BEARING A PHOTOGRAPH, DATE OF BIRTH, AND UNIQUE IDEN-
TIFYING INFORMATION FOR THE BENEFICIAL OWNER; (5) A FEDERAL OR STATE
TAXPAYER IDENTIFICATION NUMBER OR, IF NONE, A LEGAL ENTITY IDENTIFIER
ISSUED BY THE GLOBAL LEGAL ENTITY IDENTIFIER FOUNDATION; AND (6) THE
NATURE OF THE LEGAL OR ECONOMIC RELATIONSHIP BETWEEN THE BENEFICIAL
OWNER AND THE LIMITED LIABILITY COMPANY.
(B) EACH LIMITED LIABILITY COMPANY ORGANIZED UNDER THE LAWS OF THIS
STATE SHALL ALSO FILE BENEFICIAL OWNERSHIP INFORMATION WITH THE FEDERAL
REGISTRY FORMED UNDER THE CORPORATE TRANSPARENCY ACT, 31 U.S.C. SECTION
5336.
(C) A LIMITED LIABILITY COMPANY, WHEN DISCLOSING ITS BENEFICIAL OWNERS
TO THE DEPARTMENT OF STATE OR DEPARTMENT OF TAXATION AND FINANCE, MAY
SUBMIT A COPY OF THE BENEFICIAL OWNERSHIP INFORMATION SUCH COMPANY
A. 9415--A 4
SUBMITTED TO THE FEDERAL GOVERNMENT PURSUANT TO 31 U.S.C. SECTION 5336
IN ORDER TO SATISFY STATE DISCLOSURE REQUIREMENTS, PROVIDED THAT SUCH
FEDERAL REGISTRATION IS CURRENT AND CONTAINS ALL INFORMATION REQUIRED BY
STATE LAW.
(D) ANY PERSON WHO: (1) KNOWINGLY PROVIDES FALSE OR FRAUDULENT BENEFI-
CIAL OWNERSHIP INFORMATION; OR (2) WILLFULLY FAILS TO PROVIDE COMPLETE
OR UPDATED INFORMATION SHALL BE GUILTY OF A MISDEMEANOR AND LIABLE TO
THE STATE FOR A CIVIL PENALTY OF NOT MORE THAN TEN THOUSAND DOLLARS AND
SHALL BE PROHIBITED FROM ORGANIZING, FORMING, REGISTERING, OR MANAGING
ANY LIMITED LIABILITY COMPANY OR PARTNERSHIP IN THE STATE OF NEW YORK
FOR A PERIOD NOT LESS THAN ONE YEAR OR GREATER THAN FIVE YEARS. THE
DEPARTMENT OF STATE MAY WITHDRAW OR PROHIBIT THE AUTHORITY OF SUCH ENTI-
TY TO DO BUSINESS WITHIN THE STATE FOR AT LEAST TWO YEARS.
§ 7. Paragraphs 7 and 8 of subdivision (a) of section 802 of the
limited liability company law are amended and a new paragraph 9 is added
to read as follows:
(7) a statement that the foreign limited liability company is in
existence in the jurisdiction of its formation at the time of the filing
of such application; [and]
(8) the name and address of the authorized officer in the jurisdiction
of its formation where a copy of its articles of organization is filed
or, if no public filing of its articles of organization is required by
the law of the jurisdiction of formation, a statement that the foreign
limited liability company shall provide, on request, a copy thereof with
all amendments thereto (if such documents are in a foreign language, a
translation in English thereof under oath of the translator shall be
attached thereto), and the name and post office address of the person
responsible for providing such copies[.]; AND
(9) A DOCUMENT IDENTIFYING THE BENEFICIAL OWNERS OF THE FOREIGN LIMIT-
ED LIABILITY COMPANY IN ACCORDANCE WITH SUBDIVISION (A) OF SECTION EIGHT
HUNDRED TEN OF THIS ARTICLE.
§ 8. Section 804 of the limited liability company law is amended by
adding a new subdivision (c) to read as follows:
(C) EVERY FOREIGN LIMITED LIABILITY COMPANY THAT HAS RECEIVED A FILING
RECEIPT ENTITLED "CERTIFICATE OF AUTHORITY OF .... (NAME OF FOREIGN
LIMITED LIABILITY COMPANY) UNDER SECTION EIGHT HUNDRED FIVE OF THE
LIMITED LIABILITY COMPANY LAW," EVIDENCING AUTHORITY AS PROVIDED HEREIN
SHALL AMEND ITS APPLICATION FOR AUTHORITY UPON A CHANGE IN BENEFICIAL
OWNERSHIP OR THE INFORMATION REQUIRED TO BE PROVIDED RELATING TO EACH
BENEFICIAL OWNER PURSUANT TO SECTION EIGHT HUNDRED TWO OF THIS
ARTICLE WITHIN NINETY DAYS OF SUCH CHANGE.
§ 9. The limited liability company law is amended by adding a new
section 810 to read as follows:
§ 810. BENEFICIAL OWNERSHIP DISCLOSURE. (A) A FOREIGN LIMITED LIABIL-
ITY COMPANY, WHEN DISCLOSING ITS BENEFICIAL OWNERS, SHALL IDENTIFY EACH
BENEFICIAL OWNER BY: (1) NAME; (2) DATE OF BIRTH; (3) CURRENT RESIDEN-
TIAL OR BUSINESS STREET ADDRESS; (4) A UNIQUE IDENTIFYING NUMBER FROM A
NON-EXPIRED PASSPORT ISSUED BY THE UNITED STATES OR A NON-EXPIRED DRIV-
ER'S LICENSE OR IDENTIFICATION CARD ISSUED BY THIS OR ANOTHER STATE
OR, IF NONE, A LEGIBLE AND CREDIBLE COPY OF THE PAGES OF A NON-EXPIRED
FOREIGN PASSPORT BEARING A PHOTOGRAPH, DATE OF BIRTH, AND UNIQUE IDEN-
TIFYING INFORMATION FOR THE BENEFICIAL OWNER; (5) A FEDERAL OR STATE
TAXPAYER IDENTIFICATION NUMBER OR, IF NONE, A LEGAL ENTITY IDENTIFIER
ISSUED BY THE GLOBAL LEGAL ENTITY IDENTIFIER FOUNDATION; AND (6) THE
NATURE OF THE LEGAL OR ECONOMIC RELATIONSHIP BETWEEN THE BENEFICIAL
OWNER AND THE LIMITED LIABILITY COMPANY.
A. 9415--A 5
(B) EACH FOREIGN LIMITED LIABILITY COMPANY REGISTERED TO TRANSACT
BUSINESS IN THIS STATE SHALL ALSO FILE BENEFICIAL OWNERSHIP INFORMATION
WITH THE FEDERAL REGISTRY FORMED UNDER THE CORPORATE TRANSPARENCY ACT,
31 U.S.C. SECTION 5336.
(C) A FOREIGN LIMITED LIABILITY COMPANY, WHEN DISCLOSING ITS BENEFI-
CIAL OWNERS TO THE DEPARTMENT OF STATE OR DEPARTMENT OF TAXATION AND
FINANCE, MAY SUBMIT A COPY OF THE BENEFICIAL OWNERSHIP INFORMATION SUCH
COMPANY SUBMITTED TO THE FEDERAL GOVERNMENT PURSUANT TO 31 U.S.C.
SECTION 5336 IN ORDER TO SATISFY STATE DISCLOSURE REQUIREMENTS, PROVIDED
THAT SUCH FEDERAL REGISTRATION IS CURRENT AND CONTAINS ALL INFORMATION
REQUIRED BY STATE LAW.
(D) ANY PERSON WHO: (1) KNOWINGLY PROVIDES FALSE OR FRAUDULENT BENEFI-
CIAL OWNERSHIP INFORMATION OR (2) WILLFULLY FAILS TO PROVIDE COMPLETE OR
UPDATED INFORMATION SHALL BE GUILTY OF A MISDEMEANOR AND LIABLE TO THE
STATE FOR A CIVIL PENALTY OF NOT MORE THAN TEN THOUSAND DOLLARS AND
SHALL BE PROHIBITED FROM ORGANIZING, FORMING, REGISTERING, OR MANAGING
ANY LIMITED LIABILITY COMPANY OR PARTNERSHIP IN THE STATE OF NEW YORK
FOR A PERIOD NOT LESS THAN ONE YEAR OR GREATER THAN FIVE YEARS. THE
DEPARTMENT OF STATE MAY WITHDRAW OR PROHIBIT THE AUTHORITY OF SUCH ENTI-
TY TO TRANSACT BUSINESS WITHIN THE STATE OF NEW YORK FOR AT LEAST TWO
YEARS.
§ 10. 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.
§ 11. 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
A. 9415--A 6
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.
§ 12. 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.]
§ 13. 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.
§ 14. 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
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.
A. 9415--A 7
§ 15. The executive law is amended by adding a new section 100-b to
read as follows:
§ 100-B. CORPORATION AND BUSINESS ENTITY DATABASE; INFORMATION ON
BENEFICIAL OWNERS. 1. THE SECRETARY OF STATE SHALL ASSIGN EACH BENEFI-
CIAL OWNER OF A LIMITED LIABILITY COMPANY AN ANONYMIZED UNIQUE IDENTIFY-
ING NUMBER AND PUBLISH SUCH NUMBER IN RELATION TO ANY AFFILIATED COMPA-
NIES, IN ADDITION TO SUCH BENEFICIAL OWNER'S NAME, YEAR OF BIRTH, AND
BUSINESS ADDRESS, IN THE CORPORATION AND BUSINESS ENTITY DATABASE OR ANY
SUBSEQUENT DATABASE WHICH IS MAINTAINED BY THE DIVISION OF CORPORATIONS
WITHIN THE DEPARTMENT OF STATE. DATA, INCLUDING THE NAME, YEAR OF
BIRTH, BUSINESS ADDRESS, AND UNIQUE IDENTIFYING NUMBER OF EVERY BENEFI-
CIAL OWNER OF EVERY LIMITED LIABILITY COMPANY REGISTERED TO TRANSACT
BUSINESS IN NEW YORK STATE, SHALL BE PUBLISHED ONLINE IN A DOWNLOADABLE
SPREADSHEET FORMAT AT LEAST ONCE ANNUALLY. THE IDENTIFICATION AND
PUBLICATION OF THE NAMES, YEARS OF BIRTH, AND BUSINESS ADDRESSES OF
BENEFICIAL OWNERS SHALL NOT BE DEEMED AN UNWARRANTED INVASION OF
PERSONAL PRIVACY PURSUANT TO ARTICLE SIX OF THE PUBLIC OFFICERS LAW. THE
DEPARTMENT SHALL ALSO ESTABLISH, THROUGH REGULATIONS, PROCEDURES TO
ALLOW BENEFICIAL OWNERS WITH SIGNIFICANT PRIVACY INTERESTS TO APPLY
FOR A WAIVER TO WITHHOLD THEIR NAMES, YEARS OF BIRTH AND BUSINESS
ADDRESSES FROM PUBLIC DISCLOSURE PURSUANT TO THIS OR ANY OTHER LAW. THE
ISSUANCE OF A WAIVER SHALL BE UPON GOOD CAUSE SHOWN AND IN THE PUBLIC
INTEREST, AND THE DEPARTMENT SHALL DETERMINE THAT THE RECIPIENT DEMON-
STRATES MINIMAL RISK OF MONEY LAUNDERING, TAX EVASION, OR OTHER FINAN-
CIAL CRIME; PROVIDED, HOWEVER, THAT A NATURAL PERSON PARTICIPATING IN AN
ADDRESS CONFIDENTIALITY PROGRAM OR WHO IS THE SOLE MEMBER OF A LIMITED
LIABILITY COMPANY ACTING AS A RELATOR IN A QUI TAM ACTION FILED PURSUANT
TO SECTION ONE HUNDRED NINETY OF THE STATE FINANCE LAW OR 31 U.S.C.
SECTION 3729 SHALL BE PRESUMED TO HAVE GOOD CAUSE AND PRIVACY IN THE
PUBLIC INTEREST. 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.
2. THE SECRETARY OF STATE, IN COOPERATION WITH THE COMMISSIONER OF
TAXATION AND FINANCE AND THE OFFICE OF THE COMPTROLLER, SHALL ISSUE A
REPORT NO LATER THAN JULY FIRST, TWO THOUSAND TWENTY-FIVE DESCRIBING:
THE DEGREE OF COMPLIANCE AMONG LIMITED LIABILITY COMPANIES WITH BENEFI-
CIAL OWNERSHIP INFORMATION REPORTING AND ANY EFFORTS UNDERTAKEN TO
ENFORCE COMPLIANCE; THE EFFORTS TO VERIFY BENEFICIAL OWNERSHIP INFORMA-
TION; RECOMMENDATIONS FOR IMPROVEMENTS TO EXISTING SYSTEMS AND LAWS
CONCERNING THE COLLECTION AND VERIFICATION OF BENEFICIAL OWNERSHIP
INFORMATION; THE EFFECTS THAT BENEFICIAL OWNERSHIP DISCLOSURE AND
REPORTING REQUIREMENTS FOR LIMITED LIABILITY COMPANIES HAVE HAD ON BUSI-
NESS FORMATION OR INVESTMENT PRACTICES, IF ANY, THROUGH OTHER LEGAL
ENTITIES OR ARRANGEMENTS; AND, THE PUBLIC POLICY MERITS AND DEMERITS, IF
ANY, OF EXPANDING BENEFICIAL OWNERSHIP DISCLOSURE REQUIREMENTS TO OTHER
TYPES OF CORPORATE OR LEGAL ENTITIES. THE SECRETARY OF STATE SHALL
SOLICIT COMMENTS OR TESTIMONY FROM THE PUBLIC CONCERNING THE MATTERS
COVERED BY THE REPORT AND INCLUDE A SUMMARY OF COMMENTS RECEIVED IN SUCH
REPORT, PROVIDED THAT ANY SUBMISSION OF COMMENTS OR TESTIMONY IS
PROTECTED AGAINST AUTOMATED OR ROBOTIC SUBMISSIONS.
3. THE SECRETARY OF STATE, IN COOPERATION WITH THE COMMISSIONER OF THE
DEPARTMENT OF TAXATION AND FINANCE, MAY VERIFY THE BENEFICIAL OWNERSHIP
INFORMATION INCLUDED IN RETURNS PURSUANT TO SUBDIVISION TWO-B OF SECTION
TWO HUNDRED ELEVEN OF THE TAX LAW USING BENEFICIAL OWNERSHIP INFORMATION
SUBMITTED TO THE DEPARTMENT OF STATE PURSUANT TO SECTION TWO HUNDRED TWO
A. 9415--A 8
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.
§ 16. Section 211 of the tax law is amended by adding a new subdivi-
sion 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 PURSUANT TO SECTION ONE
HUNDRED-B OF THE EXECUTIVE LAW.
(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.
§ 17. This act shall take effect on the three hundred sixty-fifth day
after it shall have become a law; provided further, however, that if
part KK of chapter 56 of the laws of 2021 shall not have taken effect on
or before such date then section five of this act shall take effect on
the same date and in the same manner as such part of such chapter of the
laws of 2021 takes effect. Effective immediately, the addition, amend-
ment and/or repeal of any rule or regulation necessary for the implemen-
tation of this act on its effective date are authorized to be made and
completed on or before such effective date.