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HOUSE DOCKET, NO. 2389 FILED ON: 1/16/2025
HOUSE . . . . . . . . . . . . . . . No. 501
The Commonwealth of Massachusetts
_________________
PRESENTED BY:
Erika Uyterhoeven
_________________
To the Honorable Senate and House of Representatives of the Commonwealth of Massachusetts in General
Court assembled:
The undersigned legislators and/or citizens respectfully petition for the adoption of the accompanying bill:
An Act to ensure LLC transparency.
_______________
PETITION OF:
NAME:DISTRICT/ADDRESS :DATE ADDED:Erika Uyterhoeven27th Middlesex1/16/2025 1 of 6
HOUSE DOCKET, NO. 2389 FILED ON: 1/16/2025
HOUSE . . . . . . . . . . . . . . . No. 501
By Representative Uyterhoeven of Somerville, a petition (accompanied by bill, House, No. 501)
of Erika Uyterhoeven relative to limited liability companies. Economic Development and
Emerging Technologies.
The Commonwealth of Massachusetts
_______________
In the One Hundred and Ninety-Fourth General Court
(2025-2026)
_______________
An Act to ensure LLC transparency.
Be it enacted by the Senate and House of Representatives in General Court assembled, and by the authority
of the same, as follows:
1 SECTION 1. Section 2 of chapter 156C of the General Laws, as appearing in the 2022
2Official Edition, is hereby amended by inserting after clause (1) the following clause:-
3 (1½) “Beneficial owner”, a person who, directly or indirectly: (i) holds a membership
4interest in a limited liability company or foreign limited liability company; (ii) exercises
5substantial control over the decisions of a membership interest in a limited liability company or
6foreign limited liability company; or (iii) has been assigned a membership interest in a limited
7liability company or foreign limited liability company. A beneficial owner shall also include any
8ultimate beneficial owner regardless of the place of registration of the limited liability company.
9 A beneficial owner shall not include: (i) a minor child; (ii) a person acting as a nominee,
10intermediary, custodian or agent on behalf of another person; (iii) a person acting solely as an
11employee of a limited liability company or foreign limited liability company and whose control
12over or economic benefits from the limited liability company or foreign limited liability 2 of 6
13company derives solely from the employment status of the person; (iv) a person whose only
14interest in a limited liability company or foreign limited liability company is through a right of
15inheritance unless, the person meets the beneficial owner requirements in this chapter; (v) a
16creditor of a limited liability company or foreign limited liability company unless, the creditor
17meets the beneficial owner requirements in this subsection; (vi) any person whose member
18interest in a limited liability company or foreign limited liability company derives solely from
19their employment by such limited liability company or foreign limited liability company; and
20(vii) any person whose member interest in a limited liability company or foreign limited liability
21company derives solely from a limited liability company’s certificate of organization in sections
2212 or 13 or a foreign limited liability company’s application for registration in sections 48 or 52.
23 SECTION 2. Subsection (a) of section 12 of said chapter 156C, as so appearing, is hereby
24amended by adding the following subparagraph:-
25 (10) the disclosure of each beneficial owner of the limited liability company.
26 SECTION 3. Section 13 of said chapter 156C, as so appearing, is hereby amended by
27adding the following subsection:-
28 (f) A certificate of organization shall be amended to reflect a change in the beneficial
29owners of a limited liability company or the information required to be provided relating to each
30beneficial owner.
31 SECTION 4. The second paragraph of section 48 of said chapter 156C, as so appearing,
32is hereby amended by adding the following subparagraph:-
33 (10) the disclosure of each beneficial owner of the foreign limited liability company. 3 of 6
34 SECTION 5. Said chapter 156C is hereby amended by striking out section 52, as so
35appearing, and inserting in place thereof the following section:-
36 Section 52. (1) If any statement in the application for registration of a foreign limited
37liability company was false when made or any arrangements or other facts described have
38changed, making the application inaccurate in any respect, the foreign limited liability company
39shall promptly file in the office of the state secretary a certificate, signed and sworn to by an
40authorized person, correcting or amending such statement.
41 (2) An application for registration shall be amended to reflect a change in the beneficial
42owners of a foreign limited liability company or the information required to be provided relating
43to each beneficial owner. The amended application for registration shall be filed with the state
44secretary within 30 days of the beneficial owner change of the foreign limited liability company.
45 SECTION 6. Said chapter 156C, as so appearing, is hereby amended by adding the
46following section:-
47 Section 73. (a)(1) A limited liability company shall disclose its beneficial owners to the
48state secretary. The beneficial owner shall identify each and every entity or person linking such
49beneficial owner to the limited liability company, including: (i) identifying every intermediary
50by name and explaining the nature of the legal or economic relationship of the beneficial owner
51to each such intermediary; and (ii) how each such intermediary is linked to every other
52intermediary and to the limited liability company. The state secretary may permit or require the
53beneficial owner to provide a diagram in order to meet the disclosure requirement.
54 (2) Disclosure requirements of this section shall only apply to beneficial owners if: (i)
55indirect beneficial ownership is exercised through a publicly traded entity, a REIT, a UPREIT or 4 of 6
56a mutual fund; and (ii) the beneficial owner is holding or controlling 25 per cent or more of the
57equity in such limited liability company. This subsection shall apply until full disclosure of a
58beneficial owner by person is achieved.
59 (3) If a beneficial owner indirectly exercises ownership through a trust or similar
60arrangement which holds or controls, directly or indirectly, 25 per cent or more of the equity in
61the limited liability company or exercises substantial control over such company, the limited
62liability company shall identify as a beneficial owner each person serving as:
63 (i) a trustee of the trust, a trust protector or any other individual with authority, directly or
64indirectly, to dispose of trust income, assets or principal;
65 (ii) a trust beneficiary with the right, directly or indirectly, to receive, demand or
66withdraw any trust income, assets or principal; and
67 (iii) a grantor or settlor with the right, directly or indirectly, to revoke the trust or to
68receive, demand or withdraw trust income, assets or principal.
69 (b)(1) A limited liability company, when disclosing its beneficial owners pursuant to
70sections 12 and 13, shall identify each beneficial owner by: (i) name; (ii) date of birth; (iii) their
71current residential or business address; (iv) a unique identifying number from a non-expired
72United States passport or a non-expired driver's license or identification card issued by the
73commonwealth or another state or a non-expired foreign passport bearing a photograph, date of
74birth and unique identifying information for the beneficial owner; and (5) a federal or state
75 taxpayer identification number or a legal entity identifier issued by the global legal entity
76identifier foundation. 5 of 6
77 (2) A limited liability company, when disclosing its beneficial owners to the state
78secretary, may submit a copy of the beneficial ownership information submitted to the federal
79government pursuant to 31 U.S.C. §5336 in order to satisfy disclosure requirements; provided,
80that such federal registration is current and contains all information required under this section.
81 (3) A limited liability company, when disclosing its beneficial owners pursuant to
82sections 12 and 13, shall identify the total number of properties, if any, each beneficial owner
83owns in the commonwealth and the city or town each property is located in the commonwealth.
84 (c)(1) A foreign limited liability company, when disclosing its beneficial owners pursuant
85to sections 48 and 52, shall identify each beneficial owner by: (i) name; (ii) date of birth; (iii)
86their current residential or business address; (iv) a unique identifying number from a non-expired
87United States passport or a non-expired driver's license or identification card issued by the
88commonwealth or another state or a non-expired foreign passport bearing a photograph, date of
89birth and unique identifying information for the beneficial owner; and (5) a federal or state
90taxpayer identification number or a legal entity identifier issued by the global legal entity
91identifier foundation.
92 (2) A foreign limited liability company, when disclosing its beneficial owners to the state
93secretary, may submit a copy of the beneficial ownership information submitted to the federal
94government pursuant to 31 U.S.C. §5336 in order to satisfy disclosure requirements, provided
95that such federal registration is current and contains all information required under this section.
96 (3) A foreign limited liability company, when disclosing its beneficial owners pursuant to
97sections 12 and 13, shall identify the total number of properties, if any, each beneficial owner
98owns in the commonwealth and the city or town each property is located in the commonwealth. 6 of 6
99 (d) All disclosed information filed with the state secretary under this section shall be a
100matter of public record and subject to chapter 66.