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Who Must Be Disclosed to OCM?
True Party of Interest (TPI) rules require New York cannabis businesses to disclose anyone who owns, controls, influences, or financially benefits from the license. Learn what triggers TPI status, financial thresholds, Goods & Services risks, update requirements, and common mistakes that lead to OCM enforcement.
True Party of Interest (TPI) Rules for NY Cannabis Businesses
If someone owns, controls, influences, or financially benefits from your New York cannabis business, they may need to be disclosed to the Office of Cannabis Management (OCM) as a True Party of Interest (TPI).
TPI disclosure is mandatory.
Failure to disclose can delay, suspend, or revoke your license.
This page explains who qualifies, what triggers disclosure, and what must be reported.
What Is a True Party of Interest (TPI)?
A True Party of Interest (TPI) is any individual or business entity that:
- Has direct or indirect ownership in a license
- Exercises control over operations or finances
- Receives significant financial benefit from the business
- Influences how the cannabis activity is conducted
TPI status is not based only on title.
It is based on money, control, and influence.
Who Must Be Disclosed to OCM?
You must disclose individuals or entities that:
- Hold equity or ownership (direct or indirect)
- Serve as officers, directors, managers, or key decision-makers
- Exercise operational or financial control
- Contribute to Social and Economic Equity (SEE) eligibility
- Receive payments that exceed financial thresholds
- Operate under Goods & Services agreements tied to cannabis activity
- Are determined by OCM to have influence or control
If someone affects the business in a meaningful way, they likely need to be disclosed.
Financial Thresholds That Trigger 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
- 50% of net profits
- $250,000 in total payments
This applies even if the individual has no ownership interest.
Compensation alone can trigger TPI status.
What Counts as “Control”?
Control includes more than ownership.
You may qualify as a TPI if you can:
- Direct day-to-day operations
- Approve budgets or expenditures
- Hire or fire leadership
- Restrict or authorize business activities
- Approve major contracts
- Influence compliance decisions
Contractual authority counts.
If an agreement gives someone operational power, that is control.
Goods & Services (G&S) Agreements and TPI Rules
Many operators miss this.
A vendor may become a TPI if their agreement:
- Creates revenue sharing
- Grants operational authority
- Ties compensation to cannabis performance
- Gives decision-making influence
Examples that may trigger disclosure:
- Management companies
- Consultants running operations
- Brand partners with revenue share
- Marketing firms tied to performance compensation
- Third-party operators managing daily activity
Even exempt professionals (lawyers, accountants, landlords, part-time CFOs) must be disclosed if compensation exceeds thresholds or creates influence.
Household Member Disclosures
Household members may need to be disclosed if:
- They share finances with a TPI
- They indirectly benefit from the license
- Their relationship affects license separation rules
- Their involvement impacts SEE eligibility
Spouses are not automatically listed at initial filing, but OCM may request disclosure.
What Information Must Be Submitted?
Individuals must provide:
- Identification and contact information
- Residence history
- Employment history
- Criminal or disciplinary history (if applicable)
- Cannabis interests in other states
- Loan agreements or financial contribution documents
- Goods & Services agreements
A TPI disclosure is incomplete without required documentation.
Business entities must provide:
- Formation documents (Operating Agreement, Bylaws, Articles of Incorporation)
- Certificate of Good Standing
- Organizational charts
- List of officers and controlling persons
- Litigation or disciplinary history
- Financing agreements
- Goods & Services agreements
OCM may request additional information if ownership structures are unclear.
When Must TPI Disclosures Be Updated?
TPI disclosures must be updated when:
- Ownership changes
- New financial agreements are signed
- Compensation crosses thresholds
- A person gains or loses decision-making authority
- The license is renewed or amended
- Household or financial relationships change
- OCM requests additional information
Failure to update disclosures can trigger enforcement action.
How OCM Evaluates TPI Disclosures
OCM reviews whether:
- All financial beneficiaries are disclosed
- Ownership and compensation match submitted agreements
- Goods & Services providers are properly classified
- Control is accurately reported
- Financial thresholds are correctly applied
- The license structure complies with MRTA and 9 NYCRR regulations
Incomplete or inconsistent disclosures often result in deficiency notices.
Common TPI Disclosure Mistakes
Operators frequently:
- Forget individuals behind entity owners
- Omit lenders or side agreements
- Underreport compensation
- Misclassify consultants as exempt
- Fail to update after contract changes
- List TPIs in applications but not in the TPI Portal
Most enforcement issues arise from incomplete disclosure — not fraud.
The Practical Rule
If someone:
- Invests money
- Receives significant payments
- Makes decisions
- Influences operations
They likely qualify as a True Party of Interest.
When uncertain, disclose.
Legal Authority
TPI requirements arise under:
- Marijuana Regulation and Taxation Act (MRTA)
- 9 NYCRR cannabis regulations
- OCM disclosure and licensing rules
OCM has broad authority to request information where influence or control is unclear.
Related TPI Section 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
