N.Y. Limited Liability Company Law § 1108: Violations and Penalties

§ 1108. Violations and Penalties. (a) (1) A reporting company which

has failed to file its beneficial ownership disclosure, attestation of

exemption, or annual statement as required by this article for a period

exceeding thirty days shall be shown to be past due on the records of

the department of state.

(2) The attorney general may assess a fine of up to five hundred

dollars for each day the company has been past due.

(3) In addition to any action brought seeking relief under paragraph

two of this subdivision, such past due status shall be removed from the

records of the department of state upon the filing of the current

statement required by section 1107 of this article, the payment of a

fine of two hundred fifty dollars, and verification from the attorney

general that any penalties imposed pursuant to paragraph two of this

subdivision have been paid.

(b) (1) A reporting company which has failed to file its beneficial

ownership disclosure, attestation of exemption, or annual statement 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.

(2) The attorney general may assess a fine of up to five hundred

dollars for each day the company has been delinquent.

(3) In addition to any action brought seeking relief under paragraph

two of this subdivision, such delinquency shall be removed from the

records of the department of state upon the filing of the current

statement required by section 1107 of this article, the payment of a

fine of two hundred fifty dollars, and verification from the attorney

general that any penalties imposed pursuant to paragraph two of this

subdivision have been paid.

(c) It shall be unlawful for any person to knowingly provide, or

attempt to provide, false or fraudulent beneficial ownership

information, including a false or fraudulent identifying photograph or

document, to the department of state in accordance with this article. A

person shall not be in violation of this subdivision if such person

voluntarily and promptly, and in no case later than ninety days after

the date after the submission of beneficial ownership information,

provides the corrected information in the form and manner prescribed by

the department of state, unless the false or fraudulent information was

willfully submitted for the purpose of evading the requirements of this

article.

(d) In addition to any existing authority, the New York state attorney

general may investigate any violation of subdivision (c) of this section

and any limited liability company that fails to file its beneficial

ownership disclosure, annual statements, or attestation of exemption as

required by section eleven hundred seven of this article. The department

of state may refer, for an investigation, to the attorney general any

limited liability company for any violation of the provisions of this

article. The New York state attorney general may seek a fine of up to

five hundred dollars for each day the company has been past due in

filing its beneficial ownership disclosure or attestation of exemption.

(e) (1) The New York state attorney general may bring an action under

this section to dissolve or cancel any entity that is delinquent in

filing it's beneficial ownership disclosure or attestation of exemption

or has violated provisions of subdivision (c) of this section. If in the

court's discretion it shall appear that the limited liability company

should be dissolved and cancelled or the foreign limited liability

company's authority to do business in this state should be annulled, it

shall make a judgment or final order dissolving the limited liability

company or annulling the authority of the foreign limited liability

company.

(2) If the judgment or final order shall provide for a dissolution and

cancellation of the limited liability company or the annulment of

authority of the foreign limited liability company, the court may, in

its discretion, provide therein for the distribution of the property of

the limited liability company to those entitled thereto according to

their respective rights.

(3) The clerk of the court or such other person as the court may

direct shall transmit certified copies of the judgment or final order of

dissolution to the department of state.

(4) Upon filing by the department of state, the limited liability

company shall be dissolved and its articles of organization cancelled or

the authority of the foreign limited liability company shall be

annulled.

(f) Any penalties provided for in this section shall be in addition to

and may be imposed concurrently with any other remedy or penalty

otherwise provided for in law.

(g) Any reporting or exempt company that fails to file its beneficial

ownership disclosure or attestation of exemption in accordance with

section 1107 of this article shall be deemed suspended. Any reporting or

exempt company that fails to file its beneficial ownership disclosure or

attestation of exemption in accordance with section 1107 of this article

shall be given notice by the department of state of such suspension, at

least thirty days prior to any change of status. A reporting company or

exempt company that is suspended by operation of this subdivision shall

not conduct business in New York state until its beneficial ownership

disclosure or attestation of exemption has been filed, at which point

the suspension shall be deemed annulled and all corporate powers,

rights, privileges, immunities, duties and liabilities shall be restored

retroactively. The suspension of a reporting or exempt company shall not

limit or impair the validity of any contract or act of such reporting or

exempt company, or any right or remedy of any other party under or by

virtue of any contract, act or omission of such reporting or exempt

company, or the right of any other party to maintain any action or

special proceeding on any such contract, act or omission, or right of

such reporting or exempt company to defend any action or special

proceeding in this state, or result in any member, manager or agent of

such reporting or exempt company becoming liable for the contractual

obligations or other liabilities of the limited liability company.

(h) The secretary of state may promulgate regulations necessary to

effectuate the provisions of this article.