senate Bill S8439A

2021-2022 Legislative Session

Relates to the disclosure of beneficial owners of limited liability companies and certain other business entities

download bill text pdf

Sponsored By

Current Bill Status - In Senate Committee Rules Committee


  • 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
Jun 03, 2022 committed to rules
May 25, 2022 amended on third reading 8439b
May 16, 2022 advanced to third reading
May 11, 2022 2nd report cal.
May 10, 2022 1st report cal.1192
Apr 29, 2022 print number 8439a
Apr 29, 2022 amend (t) and recommit to corporations, authorities and commissions
Mar 01, 2022 referred to corporations, authorities and commissions

Votes

view votes

May 10, 2022 - Corporations, Authorities and Commissions committee Vote

S8439A
6
1
committee
6
Aye
1
Nay
0
Aye with Reservations
0
Absent
0
Excused
0
Abstained
show Corporations, Authorities and Commissions committee vote details

Corporations, Authorities and Commissions Committee Vote: May 10, 2022

nay (1)

Sponsor's Position

Shine a Light on Secretive LLCs - Senator Hoylman & Assembly Member Gallagher Introduce LLC Transparency Legislation

Co-Sponsors

view additional co-sponsors

S8439 - Details

Current Committee:
Senate Rules
Law Section:
Limited Liability Company Law
Laws Affected:
Amd §§102, 203, 211, 802 & 804, add §§215 & 810, Lim Lil L

S8439 - Summary

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

S8439 - Sponsor Memo

S8439 - Bill Text download pdf

 
                     S T A T E   O F   N E W   Y O R K
 ________________________________________________________________________
 
                                   8439
 
                             I N  S E N A T E
 
                               March 1, 2022
                                ___________
 
 Introduced  by  Sen. HOYLMAN -- 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, 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.
 
  EXPLANATION--Matter in ITALICS (underscored) is new; matter in brackets
                       [ ] is old law to be omitted.
                                                            LBD13266-05-2

Co-Sponsors

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S8439A - Details

Current Committee:
Senate Rules
Law Section:
Limited Liability Company Law
Laws Affected:
Amd §§102, 203, 211, 802 & 804, add §§215 & 810, Lim Lil L

S8439A - Summary

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

S8439A - Sponsor Memo

S8439A - Bill Text download pdf

 
                     S T A T E   O F   N E W   Y O R K
 ________________________________________________________________________
 
                                  8439--A
 
                             I N  S E N A T E
 
                               March 1, 2022
                                ___________
 
 Introduced by Sens. HOYLMAN, BIAGGI, BRISPORT, KRUEGER, MYRIE, RIVERA --
   read  twice  and  ordered printed, and when printed to be committed to
   the Committee on Corporations, Authorities and Commissions --  commit-
   tee  discharged, bill amended, ordered reprinted as amended and recom-
   mitted 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
 CREDITOR  OF A LIMITED LIABILITY COMPANY, UNLESS THE CREDITOR ALSO MEETS
 THE REQUIREMENTS OF PARAGRAPH  ONE  OF  THIS  SUBDIVISION;  OR  (F)  ANY
 
  EXPLANATION--Matter in ITALICS (underscored) is new; matter in brackets
                       [ ] is old law to be omitted.

Co-Sponsors

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S8439B (ACTIVE) - Details

Current Committee:
Senate Rules
Law Section:
Limited Liability Company Law
Laws Affected:
Amd §§102, 203, 211, 802 & 804, add §§215 & 810, Lim Lil L

S8439B (ACTIVE) - Summary

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

S8439B (ACTIVE) - Sponsor Memo

S8439B (ACTIVE) - Bill Text download pdf

 
                     S T A T E   O F   N E W   Y O R K
 ________________________________________________________________________
 
                                  8439--B
     Cal. No. 1192
 
                             I N  S E N A T E
 
                               March 1, 2022
                                ___________
 
 Introduced  by  Sens. HOYLMAN, BIAGGI, BRISPORT, CLEARE, KRUEGER, MYRIE,
   RIVERA, SALAZAR -- read twice and ordered printed, and when printed to
   be committed to the Committee on Corporations, Authorities and Commis-
   sions -- committee discharged,  bill  amended,  ordered  reprinted  as
   amended  and  recommitted to said committee -- reported favorably from
   said committee, ordered to first and second report, ordered to a third
   reading, amended and ordered reprinted, retaining  its  place  in  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
 CREDITOR OF A LIMITED LIABILITY COMPANY, UNLESS THE CREDITOR ALSO  MEETS
 
  EXPLANATION--Matter in ITALICS (underscored) is new; matter in brackets

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