2023 New York Laws › LLC - Limited Liability Company Law › Article 11 - Miscellaneous › 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.
* NB Effective January 1, 2026