TPI Disclosure Requirements
What This Covers
Who must be disclosed, required information, and what triggers TPI status in NY cannabis licensing.
A True Party of Interest (TPI) is anyone who owns, controls, influences, or financially benefits from a cannabis license. In New York, all applicants and licensees must disclose every TPI through the TPI Portal. Applications or license reviews cannot proceed until all required TPIs complete their disclosures.
Proper TPI disclosure is critical for compliance, protects the two-tier market, and prevents hidden ownership. Missing or incomplete disclosures are one of the most common reasons for application delays, denials, and enforcement actions.
Who Must Be Disclosed
Applicants must list all individuals or entities who:
- Have direct or indirect ownership
- Exercise control or decision-making authority
- Serve as officers, directors, managers, or key persons
- Contribute to SEE eligibility
- Are passive investors exceeding financial thresholds
- Receive payments under Goods & Services agreements exceeding thresholds
- Are designated by OCM due to influence or control
Spouses do not need to be listed initially but must complete disclosures when OCM requests.
Financial Thresholds Triggering TPI Status
A person becomes a TPI if they receive (or have the right to receive) more than any of the following within a calendar year:
- 10% of gross revenue of the licensee
- 50% of net profits
- $250,000 in total payments
These thresholds apply even if the individual has no ownership stake.
Information Required from Individuals
The TPI Portal requires submission of:
- Contact and identification information
- Residence history
- Employment history
- Criminal or disciplinary history, if applicable
- Cannabis interests in other states
- Goods & Services agreements
- Loan documents or other financial contributions
A TPI disclosure is incomplete without all required documents.
Information Required from Business Entities
Entities must provide:
- Formation documents (operating agreements, bylaws, articles of incorporation)
- Certificates of Good Standing
- Ownership and organizational charts
- List of officers, directors, and controlling persons
- Litigation or disciplinary history
- Goods & Services agreements
- Loan or financing agreements
OCM may request additional information if ownership chains are unclear.
Control & Influence Disclosures
OCM requires disclosure of anyone who can:
- Direct operations, finances, or day-to-day management
- Make or approve major business decisions
- Hire or fire leadership
- Restrict business activities
- Approve budgets or expenditures
- Influence how cannabis activities are conducted
Control includes contractual influence, not just ownership.
Goods & Services Disclosure
All Goods & Services (G&S) providers must be disclosed if they:
- Work on cannabis-related activities
- Are compensated in a way that creates financial interest or control
Examples include:
- Management companies
- Consultants or brand partners
- Marketing agencies tied to operations
- Operators running day-to-day functions
Even exempt providers (lawyers, accountants, landlords, part-time CFOs) must be disclosed if financial arrangements exceed thresholds or confer influence.
Household Member Disclosures
Household members must be disclosed if:
- They share finances with a TPI
- They may indirectly benefit from the license
- Their involvement could create control or compliance conflicts
- They affect SEE eligibility or license separation rules
When Disclosures Must Be Updated
TPIs must update their information through the TPI Portal when:
- Ownership structure changes
- New financial agreements or contracts affect compensation
- A person gains or loses decision-making authority
- A license is renewed, modified, or amended
- OCM requests additional information
- Household or financial relationships change
Failure to update TPI disclosures can result in application rejection or enforcement actions.
How OCM Evaluates TPI Disclosures
OCM ensures:
- All owners, influencers, and stakeholders are listed
- Financial thresholds are properly applied
- G&S providers are correctly classified
- Control and operational authority are accurately described
- Agreements match what is reported in filings
- No undisclosed parties influence the business
- License structure meets MRTA and 9 NYCRR requirements
Incomplete or inconsistent disclosures trigger deficiency notices.
Common Disclosure Mistakes
Frequent errors include:
- Forgetting household members or individuals behind entity TPIs
- Omitting lenders, investors, or side agreements
- Misclassifying consultants as exempt
- Reporting inconsistent information across documents
- Under-disclosing compensation that triggers TPI status
- Listing TPIs in applications but not the portal
- Failing to update after contract or ownership changes
Related Pages
Source Material
- OCM TPI Hub
- TPI Portal Instructions & FAQ
- Retailer & Supply TPI FAQ
- Goods & Services FAQ
- Interim TPI Change Request Guidance
- MRTA & 9 NYCRR Parts 118–124
