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ComplianceNovember 11, 2021

New York's LLC publication requirement: What you need to know

What is the LLC publication requirement?

When you form your LLC, it’s important to know which states require additional filings or steps at the time of formation. A publication requirement may include a county-level filing, publishing notice of the LLC formation in a local newspaper, or an initial report filing.

States with this requirement include Arizona, Nebraska, and New York. For example, New York requires that LLCs publish a notice of incorporation for six consecutive weeks in two newspapers specified by the County Clerk in the county where your LLC’s legal address is registered.

What information is required?

To comply with the NY LLC publication requirement, the following information must be included:

  • LLC name
  • Date when Articles of Organization were filed (given by the state)
  • The county in which the LLC is located
  • LLC’s business address
  • Date of dissolution if one exists
  • LLC’s purpose
  • Name of the LLC’s registered agent

How much does the New York publication requirement cost?

Costs can range from $600 to $1,600 depending on the county in which your LLC’s office is located and the special advertising rates charged by each newspaper for this type of announcement.

You must also factor in the $50 Certificate of Publication filing fee.

What happens if you don’t complete this step?

New York Limited Liability Company Law § 206 stipulates that a failure to comply with the publication requirements within the designated timeframe will result in the suspension of your LLC’s authority to carry on, conduct, or transact business.

This sounds extreme, but there is a loophole. The law also states that the contract made by your company and its liability shield will remain intact (§206(b)(4)). This means that non-compliance will likely just result in your LLC losing its right to sue in New York courts or an inability to obtain a Certificate Under Seal (certificate of good standing) which certain vendors and partners often require before doing business with your company.

If you do meet the publication requirements and file your LLC’s Certificate of Publication after the 120-day filing window, your company’s authority to carry on, conduct, or transact business will be reinstated. This happens retroactively to the first date that business was conducted by the LLC.

For more information on LLC basics, read The LLC Handbook.

 

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