A rising trend among states is the push for companies to disclose beneficial ownership information to the state business entity filing office, such as the Secretary of State. They are doing this to enhance transparency. These are in addition to the federal Corporate Transparency Act (CTA) requirements.
Below are the states that have introduced legislation to require the reporting of beneficial ownership information (BOI) and the status of that legislation as of August 2024.
District of Columbia
Secs. 29–102.01 and 29–102.11 of the DC Code, as amended effective January 1, 2020, require the formation and registration filings of all domestic and foreign entities, as well as their biennial reports, filed with the DC Department of Licensing and Consumer Protection, to include the name, residence, and business address of each person whose aggregate share of direct or indirect, legal or beneficial ownership of governance or total distributional interest of the entity:
- Exceeds 10 percent; or
- Does not exceed 10 percent; provided, that the person:
- Controls the financial or operational decisions of such entity; or
- Has the ability to direct the day-to-day operations of such entity.
Status: Law enacted. Reporting began in 2020.
New York
On March 1, 2024, New York’s Governor Hochul signed Senate Bill 8059, which requires all LLCs formed under New York law (domestic LLCs) or formed elsewhere and registered to do business in New York (foreign LLCs) to file either a beneficial ownership disclosure or an attestation of exemption with the New York Department of State.
Status: Law enacted. Reporting scheduled to begin in 2026.
To learn more, visit: New York enacts a revised version of the LLC Transparency Law
Massachusetts
House Bill 3566, introduced March 30, 2023, would require all domestic LLCs to disclose information about each beneficial owner in their certificate of organization and all foreign LLCs to disclose information about their beneficial owners in their application for registration. Amendments would have to be filed upon a change in beneficial owners or their disclosed information.
Status: Bill referred to Committee on Economic Development and Emerging Technologies to make an investigation and study of HB 3566 and report results on or before 12/31/2024.
https://malegislature.gov/Bills/193/H3566
California
Senate Bill 1201 was introduced on February 15, 2024. This bill would require domestic and foreign corporations to include in their annual statement of information the names and complete business or residence addresses of any beneficial owner; require domestic and foreign LLCs to include in their biennial statement the name and complete business or residence addresses of any beneficial owner, and require a real estate investment trust to file with the Secretary of State a statement containing the name and complete business or residence address of any beneficial owner.
Status: Failed to pass before adjournment of session.
https://leginfo.legislature.ca.gov/faces/billNavClient.xhtml?bill_id=202320240SB1201
Maryland
Senate Bill 954, introduced February 2, 2024, would require each reporting entity, defined as an entity created by filing a document with the State Department of Assessments and Taxation, to file with the Department a report containing personal information about each beneficial owner and applicant. An amended report would be required upon a change in the information reported.
Status: Failed to pass before adjournment of session.