NEW YORK STATE BOARD OF ELECTIONS 1996 OPINION #1 Date: January 30, 1996 Question Presented: Are limited liability companies, created pursuant to the laws of this state, subject to the corporate contribution limits of Article 14 of the Election Law? Discussion: Limited liability companies are business organizations, recently created by statute and recognized as separate and distinct from other forms of business organizations. A complete response to the question presented requires an accurate description of limited liability companies. Limited liability companies have been endowed with some of the characteristics of corporations and some of the characteristics of partnerships; yet they are neither corporations nor partnerships, nor are they trusts. The statutory definition provides clarification. ‘The limited liability company law defines a limited liability company as: an unincorporated organization of one or more persons having limited liability for the contractual obligations and other liabilities of the business, other than a partnership or a trust....formed and existing under this chapter and the laws of this state, Limited Liability Company Law §102(m). ‘The definition of limited liability companies very clearly states that they are “unincorporated organizations”, therefore, they are not corporations and are not subject to the contribution limits placed on corporations in Article 14 of the Election Law. ‘The definition further distinguishes limited liability companies from partnerships and trusts, thereby removing them from the operation of any restrictions, regulations or requirements relating to those kinds of business organizations. Having determined that limited liability companies are not subject to the corporate contribution, limits of Article 14, it is appropriate that we determine what limits do apply to these business organizations. Federal Election Commission Advisory Opinion 1995-11 is instructive for these purposes, In that instance, the Federal Election Commission was asked to decide whether a limited liability ‘company is subject to the prohibition on corporate contributions to federal election campaigns The Federal Elections Commission looked to the statutory definition of limited liability company of the state where the company was formed. The statute provides as follows: “an entity that is an unincorporated association, without perpetual duration having two or more members that isorganized and existing under this chapter.” Virginia Code Annotated §13-1002. The Federal Elections Commission went on to set out why other parts of their regulations did not apply, and concluded that for purposes of federal campaign contributions, limited liability companies are persons subject to the individual contribution limits. Also relevant for our purposes, is the definition of person found in the limited liability company law at $102(w): ..any association, corporation, joint stock company, estate, general partnership (including any registered limited liability partnership or foreign limited liability partnership), limited association, limited liability company (including professional service limited liability company), foreign limited liability company (including a foreign professional service limited liability company), joint venture, limited partnership, natural person, real estate investment trust, business trust or other ‘rust, custodian, nominee or any other individual or entity in its own or any representative capacity. Given all of the above, itis the opinion of the Board that limited liability companies are persons, and as such, may make contributions in their own right subject to the limits applicable to other individuals as enumerated in Article 14. STATE BOARD OF ELECTIONS