Legal Analysts

Tuesday, March 05, 2024

Staying Ahead: Adapting to the Changes in New York's LLC Beneficial Ownership Requirements

On March 1, 2024, Governor Hochul signed A8544 to amend NY's limited liability company law relating to the disclosure of beneficial owners of limited liability companies ("LLC"). 

This bill amends a law from 2023, which was enacted to end the practice of anonymous ownership of LLCs in New York. 

The new law adds Limited Liability Company Law sections 1106, 1107 and 1108, which does the following, in summary:

  • All filings must be submitted electronically to the Department of State ("DOS")
  • The time frame for which beneficial ownership disclosure ("BOD") filings and fees must be submitted to the DOS are now, for new entities, BODs must be filed within 30 days of the initial filing of articles of organization; and for all previously formed or authorized reporting companies, BODs must be filed within 1 year of the effective date of the bill. 
  • All beneficial ownership information will be kept confidential with exceptions for: (1) voluntary consent or request; (2) court order; (3) officers and employees of federal, state, and local government agencies where disclosure is necessary to perform official duties; or (4) valid law enforcement purposes. 
  • Attorney General can now enforce the BOD rules.
  • The penalties are now up to $500 for each day an LLC fails to disclose beneficial owners to the DOS. 
  • LLCs are now provided with the ability to cure any past due beneficial ownership filings by providing updated filings and a payment of $250 to the DOS. 
  • It is unlawful for any person to knowingly provide false or fraudulent beneficial ownership information to the DOS. 
  • The Attorney General can now investigate any LLC which fails to file its BOD statements, annual statements or attestations of exemptions and seek fines up to $500 per day for late filings. 
  • The Attorney General can bring actions to dissolve or cancel any entity that is delinquent in filing its BOD or that provides false or fraudulent information in their disclosure. 
  • Any LLC that fails to file its BODs or attestation of exemptions be suspended by DOS after a 30 day notice period.  

These changes are effective on January 1, 2026, the same date and in the same manner as Chapter 772. To learn more about Chapter 772 read our blog post here(need to post and link). To learn more about Bill No. A08544, click here.