Establishes a publicly available database of business entities in the state that enter into procurement contracts with procuring entities in the state; requires such database to include, among other things, the name of the business entity, the current business street address and county associated with each business street address, and the full name of each beneficial owner.
STATE OF NEW YORK
________________________________________________________________________
7820
2025-2026 Regular Sessions
IN ASSEMBLY
April 11, 2025
___________
Introduced by M. of A. GALLAGHER -- read once and referred to the
Committee on Governmental Operations
AN ACT to amend the limited liability company law and the executive law,
in relation to establishing a publicly available database of business
entities in the state that enter into procurement contracts with
procuring entities in the state
The People of the State of New York, represented in Senate and Assem-bly, do enact as follows:
1 Section 1. Section 1106 of the limited liability company law is
2 amended by adding two new subdivisions (e) and (f) to read as follows:
3 (e) "Procurement contract" shall mean:
4 (i) any contract or other agreement valued in excess of fifty thousand
5 dollars, including but not limited to: single or sole source contracts;
6 purchase orders; and amendments, extensions, renewals, or change orders
7 to an existing contract, other than amendments, extensions, renewals, or
8 change orders that are authorized and payable under the terms of the
9 contract as such contract was finally awarded, for an article of
10 procurement;
11 (ii) any acquisition or disposition of real property with the state of
12 New York or any agency or entity affiliated with the state of New York;
13 or
14 (iii) the acquisition of office space by the office of general
15 services or any other state governmental entity including whether by
16 purchase, condemnation, exchange or lease.
17 (f) "Procuring entity" shall mean:
18 (i) any state agency, department, board, bureau, division, commission,
19 committee, council, office, state university of New York, city universi-
20 ty of New York, or other governmental entity performing a governmental
21 or proprietary function for the state; and
22 (ii) any covered authority, as defined in section two-a of the state
23 finance law.
EXPLANATION--Matter in italics (underscored) is new; matter in brackets
[] is old law to be omitted.
LBD09410-01-5
A. 7820 2
1 § 2. Subdivision (f) of section 1107 of the limited liability company
2 law, as added by chapter 102 of the laws of 2024, is amended to read as
3 follows:
4 (f) All information relating to beneficial owners who are natural
5 persons collected by the department of state in accordance with this
6 section shall be maintained in a secure database and shall be deemed
7 confidential except: (1) pursuant to the written request of or by volun-
8 tary written consent of the beneficial owner; (2) by court order; (3) to
9 officers or employees of another federal, state or local government
10 agency where disclosure is necessary for the agency to perform its offi-
11 cial duties as required by statute or necessary to operate a program
12 specifically authorized by law; [or] (4) for a valid law enforcement
13 purpose including as relevant to any law enforcement investigation by
14 the office of the attorney general; or (5) if the reporting company
15 enters into a procurement contract with a procuring entity. Any benefi-
16 cial ownership information disclosed by department of state shall not be
17 further disclosed by any recipient except as authorized in law or as
18 otherwise necessary to the performance of statutory duties.
19 § 3. The executive law is amended by adding a new section 100-b to
20 read as follows:
21 § 100-b. Business entity database. 1. For all reporting companies
22 that enter into procurement contracts with a procuring entity as defined
23 in section eleven hundred six of the limited liability company law, the
24 secretary of state shall maintain a publicly available database on its
25 website for each business entity organized in New York state and each
26 foreign business entity with authority to do business in the state, that
27 includes but is not limited to, the following information:
28 (a) the name of the business entity;
29 (b) the history of such name and changes to such name, where applica-
30 ble;
31 (c) the current business street address and the county associated with
32 such business street address;
33 (d) the duration or date of dissolution of the business entity, where
34 applicable;
35 (e) where the business entity is a limited liability company, the date
36 of initial filing of the articles of organization, or where the business
37 entity is a foreign limited liability company, the application for
38 authority;
39 (f) the date of the most recent filing;
40 (g) the filing history associated with such entity; and
41 (h) any other information pertaining to such business entity as may be
42 determined by the secretary of state and in accordance with applicable
43 state and federal laws, rules, and regulations.
44 2. (a) In addition to the information required to be included in the
45 database pursuant to subdivision one of this section, the secretary of
46 state shall also include the full legal name or names of each beneficial
47 owner, for every limited liability company and foreign limited liability
48 company where such companies are also reporting companies.
49 (b) The secretary of state shall establish, through regulations,
50 procedures to allow beneficial owners of limited liability companies and
51 foreign limited liability companies who are also reporting companies who
52 cite significant privacy interests to apply for a waiver to withhold the
53 name and/or business address associated of a beneficial owner from the
54 database established in subdivision one of this section where such name
55 and/or business address discloses personal or identifying information of
56 such beneficial owner, no amendment to such information mitigates such
A. 7820 3
1 disclosure, and such disclosure serves no public interest. Significant
2 privacy interests shall include, but not be limited to, where a benefi-
3 cial owner is a natural person participating in an address confidential-
4 ity program, or is a member of a limited liability company acting as a
5 relator in a qui tam action filed pursuant to section one hundred ninety
6 of the state finance law or 31 U.S.C. section 3729. The secretary of
7 state shall issue a waiver to a beneficial owner upon a demonstration
8 that a significant privacy interest exists and shall provide guidance on
9 its website indicating what documentation is acceptable as proof for
10 issuance of a waiver. If the secretary of state grants a beneficial
11 owner a waiver pursuant to this subdivision, the secretary of state
12 shall disclose the anonymized unique identifying number assigned by the
13 secretary of state to each beneficial owner or owners pursuant to
14 section two hundred fifteen or section eight hundred ten of the limited
15 liability company law, as may be applicable to the database established
16 in subdivision one of this section. The secretary of state shall also
17 provide information on its website regarding compliance with beneficial
18 ownership disclosure requirements and how and where such information may
19 be used and disclosed.
20 § 4. This act shall take effect on the three hundred sixty-fifth day
21 after it shall have become a law; provided, however, that if chapter 102
22 of the laws of 2024 shall not have taken effect on or before such date
23 then sections one and two of this act shall take effect on the same date
24 and in the same manner as such chapter of of the laws of 2024 takes
25 effect. Effective immediately, the addition, amendment and/or repeal of
26 any rule or regulation necessary for the implementation of this act on
27 its effective date are authorized to be made and completed on or before
28 such effective date.
