Bill Text: NY S05384 | 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 1-0)

Status: (Introduced - Dead) 2020-01-08 - REFERRED TO CORPORATIONS, AUTHORITIES AND COMMISSIONS [S05384 Detail]

Download: New_York-2019-S05384-Introduced.html

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                STATE OF NEW YORK
        ________________________________________________________________________
                                          5384
                               2019-2020 Regular Sessions
                    IN SENATE
                                     April 29, 2019
                                       ___________
        Introduced  by  Sen.  COMRIE -- 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 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
        S. 5384                             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.