N.Y.
Limited Liability Company Law Section 1108
Violations and Penalties
(a)
(1) A reporting company which has failed to file its beneficial ownership disclosure, attestation of exemption, or annual statement as required by this article for a period exceeding thirty days shall be shown to be past due on the records of the department of state.(2)
The attorney general may assess a fine of up to five hundred dollars for each day the company has been past due.(3)
In addition to any action brought seeking relief under paragraph two of this subdivision, such past due status shall be removed from the records of the department of state upon the filing of the current statement required by § 1107 (Beneficial ownership disclosure)section 1107 of this article, the payment of a fine of two hundred fifty dollars, and verification from the attorney general that any penalties imposed pursuant to paragraph two of this subdivision have been paid.(b)
(1) A reporting company which has failed to file its beneficial ownership disclosure, attestation of exemption, or annual statement as required by this section for a period exceeding two years shall be shown to be delinquent on the records of the department of state.(2)
The attorney general may assess a fine of up to five hundred dollars for each day the company has been delinquent.(3)
In addition to any action brought seeking relief under paragraph two of this subdivision, such delinquency shall be removed from the records of the department of state upon the filing of the current statement required by § 1107 (Beneficial ownership disclosure)section 1107 of this article, the payment of a fine of two hundred fifty dollars, and verification from the attorney general that any penalties imposed pursuant to paragraph two of this subdivision have been paid.(c)
It shall be unlawful for any person to knowingly provide, or attempt to provide, false or fraudulent beneficial ownership information, including a false or fraudulent identifying photograph or document, to the department of state in accordance with this article. A person shall not be in violation of this subdivision if such person voluntarily and promptly, and in no case later than ninety days after the date after the submission of beneficial ownership information, provides the corrected information in the form and manner prescribed by the department of state, unless the false or fraudulent information was willfully submitted for the purpose of evading the requirements of this article.(d)
In addition to any existing authority, the New York state attorney general may investigate any violation of subdivision (c) of this section and any limited liability company that fails to file its beneficial ownership disclosure, annual statements, or attestation of exemption as required by § 1107 (Beneficial ownership disclosure)section eleven hundred seven of this article. The department of state may refer, for an investigation, to the attorney general any limited liability company for any violation of the provisions of this article. The New York state attorney general may seek a fine of up to five hundred dollars for each day the company has been past due in filing its beneficial ownership disclosure or attestation of exemption.(e)
(1) The New York state attorney general may bring an action under this section to dissolve or cancel any entity that is delinquent in filing it’s beneficial ownership disclosure or attestation of exemption or has violated provisions of subdivision (c) of this section. If in the court’s discretion it shall appear that the limited liability company should be dissolved and cancelled or the foreign limited liability company’s authority to do business in this state should be annulled, it shall make a judgment or final order dissolving the limited liability company or annulling the authority of the foreign limited liability company.(2)
If the judgment or final order shall provide for a dissolution and cancellation of the limited liability company or the annulment of authority of the foreign limited liability company, the court may, in its discretion, provide therein for the distribution of the property of the limited liability company to those entitled thereto according to their respective rights.(3)
The clerk of the court or such other person as the court may direct shall transmit certified copies of the judgment or final order of dissolution to the department of state.(4)
Upon filing by the department of state, the limited liability company shall be dissolved and its articles of organization cancelled or the authority of the foreign limited liability company shall be annulled.(f)
Any penalties provided for in this section shall be in addition to and may be imposed concurrently with any other remedy or penalty otherwise provided for in law.(g)
Any reporting or exempt company that fails to file its beneficial ownership disclosure or attestation of exemption in accordance with § 1107 (Beneficial ownership disclosure)section 1107 of this article shall be deemed suspended. Any reporting or exempt company that fails to file its beneficial ownership disclosure or attestation of exemption in accordance with § 1107 (Beneficial ownership disclosure)section 1107 of this article shall be given notice by the department of state of such suspension, at least thirty days prior to any change of status. A reporting company or exempt company that is suspended by operation of this subdivision shall not conduct business in New York state until its beneficial ownership disclosure or attestation of exemption has been filed, at which point the suspension shall be deemed annulled and all corporate powers, rights, privileges, immunities, duties and liabilities shall be restored retroactively. The suspension of a reporting or exempt company shall not limit or impair the validity of any contract or act of such reporting or exempt company, or any right or remedy of any other party under or by virtue of any contract, act or omission of such reporting or exempt company, or the right of any other party to maintain any action or special proceeding on any such contract, act or omission, or right of such reporting or exempt company to defend any action or special proceeding in this state, or result in any member, manager or agent of such reporting or exempt company becoming liable for the contractual obligations or other liabilities of the limited liability company.(h)
The secretary of state may promulgate regulations necessary to effectuate the provisions of this article. * NB Effective January 1, 2026
Source:
Section 1108 — Violations and Penalties, https://www.nysenate.gov/legislation/laws/LLC/1108 (updated Mar. 8, 2024; accessed Oct. 26, 2024).
