N.Y. Limited Liability Company Law Section 215
Beneficial ownership disclosure


(a)

When filing the articles of organization pursuant to § 203 (Formation)section two hundred three of this article or filing an amendment of the articles of organization pursuant to § 211 (Amendment of articles of organization)section two hundred eleven of this article, the reporting company shall file with the department of state a beneficial ownership disclosure, and any updates to such information, as may be applicable, identifying each beneficial owner by:

(1)

full legal name;

(2)

date of birth;

(3)

current business street address; and

(4)

a unique identifying number from an acceptable identification document defined in 31 U.S.C. § 5336 (a)(1). Provided, however, that where an initial report contains the information required herein, a reporting company may submit a copy of the initial report, submitted to the federal government pursuant to 31 U.S.C. § 5336, to satisfy the requirements of this section.

(b)

All personal or identifying information of beneficial owners provided to the department of state under this section not required to be included in the business entity database pursuant to section one hundred-b of the executive law, shall be deemed confidential except for the purposes of law enforcement, or as otherwise required to be disclosed pursuant to a court order. If confidential information associated with a beneficial owner is held electronically, such records shall be encrypted or protected in a substantially similar manner. The department of state shall, upon the filing of each beneficial ownership disclosure, assign each beneficial owner of a limited liability company an anonymized unique identifying number, which shall not be based on any personally identifying number including but not limited to a social security or tax identification number assigned to or associated with such beneficial owner.

(c)

(1) Each reporting company formed on or before the effective date of this section shall file the information required under subdivision (a) of this section; and each exempt company formed on or before the effective date of this section shall file a statement signed by a member or manager indicating the provision or provisions of 31 U.S.C. § 5336(a)(11)(B), excluding such company from the definition of a reporting company, with the department of state no later than January first, two thousand twenty-five.

(2)

A reporting company which has failed to file the beneficial ownership disclosure as required by this section for a period exceeding thirty days shall be shown to be past due on the records of the department of state until an up-to-date beneficial ownership disclosure is filed with the department.

(3)

A reporting company which has failed to file the beneficial ownership disclosure 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 after a notice of delinquency has been mailed to the last known business address of such reporting company, and such company has failed to file such information within sixty days of the mailing of such notice. Such delinquency shall be removed from the records of the department of state upon the filing of an up-to-date beneficial ownership disclosure, and the payment of a civil penalty of two hundred fifty dollars. * NB Effective and Repealed January 1, 2026

Source: Section 215 — Beneficial ownership disclosure, https://www.­nysenate.­gov/legislation/laws/LLC/215 (updated Mar. 8, 2024; accessed Jun. 22, 2024).

Accessed:
Jun. 22, 2024

Last modified:
Mar. 8, 2024

§ 215’s source at nysenate​.gov

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