Bill Text: NY A00379 | 2019-2020 | General Assembly | Introduced

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Bill Title: Requires that the identity of all direct and indirect owners of the membership interests in a limited liability company be included in the articles of organization and in state contracts.

Spectrum: Partisan Bill (Democrat 3-0)

Status: (Introduced - Dead) 2020-01-08 - referred to corporations, authorities and commissions [A00379 Detail]

Download: New_York-2019-A00379-Introduced.html

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                STATE OF NEW YORK
        ________________________________________________________________________
                                           379
                               2019-2020 Regular Sessions
                   IN ASSEMBLY
                                       (Prefiled)
                                     January 9, 2019
                                       ___________
        Introduced  by  M.  of  A.  LIFTON,  GOTTFRIED,  SIMON  -- read once and
          referred to the Committee on Corporations, Authorities and Commissions
        AN ACT to amend the limited liability company law and the state  finance
          law,  in  relation  to  requiring the inclusion of the identity of all
          direct and indirect owners of the membership interests  in  a  limited
          liability  company  in  the  articles  of  organization  and  in state
          contracts
          The People of the State of New York, represented in Senate and  Assem-
        bly, do enact as follows:
     1    Section 1. Paragraphs 6 and 7 of subdivision (e) of section 203 of the
     2  limited  liability  company  law, as added by chapter 470 of the laws of
     3  1997, are amended to read as follows:
     4    (6) if all or specified members are to be liable in their capacity  as
     5  members  for  all  or specified debts, obligations or liabilities of the
     6  limited liability company as authorized pursuant to section six  hundred
     7  nine  of  this chapter, a statement that all or specified members are so
     8  liable for such debts, obligations or liabilities in their  capacity  as
     9  members  of  the  limited  liability  company  as authorized pursuant to
    10  section six hundred nine of this chapter; [and]
    11    (7) the identity of all direct and indirect owners of  the  membership
    12  interests  in  the  limited liability company and the proportion of each
    13  direct or indirect member's ownership interest in the limited  liability
    14  company; and
    15    (8)  any other provisions, not inconsistent with law, that the members
    16  elect to include in the articles or organization for the  regulation  of
    17  the  internal  affairs  of the limited liability company, including, but
    18  not limited to, (A) the business purpose for which the limited liability
    19  company is formed, (B) a statement of whether there are  limitations  on
    20  the  authority  of  members or managers or a class or classes thereof to
    21  bind the limited liability company  and  (C)  any  provisions  that  are
         EXPLANATION--Matter in italics (underscored) is new; matter in brackets
                              [ ] is old law to be omitted.
                                                                   LBD01817-01-9
        A. 379                              2
     1  required  or  permitted to be included in the operating agreement of the
     2  limited liability company pursuant to section four hundred seventeen  of
     3  this chapter.
     4    § 2. The state finance law is amended by adding a new section 139-m to
     5  read as follows:
     6    §  139-m. Contracts with limited liability companies.  Notwithstanding
     7  any other provision of law, any contract entered into by the state  with
     8  a  limited  liability  company, shall, in addition to any other require-
     9  ments for such contract, include the identity of all direct and indirect
    10  owners of the membership interests in the limited liability company  and
    11  the proportion of each direct or indirect member's ownership interest in
    12  the limited liability company.
    13    §  3.  This  act shall take effect on the thirtieth day after it shall
    14  have become a law and shall apply to all contracts entered into  by  the
    15  state on or after such effective date.