When you form an LLC, it’s important to know which states require additional filings or steps at the time of (or shortly thereafter) formation. New York is one of those states. It has a publication requirement for LLCs. So if you want to form an LLC in New York, you need to know what this requirement is, and how to comply with it.
What is New York’s LLC publication requirement?
New York’s LLC law requires the following:
- Within 120 days after the effectiveness of the Articles of Organization, a notice advertising the formation of the LLC must be published once a week for 6 successive weeks in 2 newspapers in the county in which the LLC's office, as listed in its Articles of Organization, is located.
- One newspaper must be printed daily and one printed weekly.
- The newspapers are designated by the county clerk. You are not allowed to choose which newspapers for the notice to appear in.
- After publication is completed, a Certificate of Publication must be filed with the Department of State.
What is a Certificate of Publication?
An LLC must file a Certificate of Publication, with affidavits of publication from both newspapers, with the Department of State within the 120 day period. The newspapers charge a fee for publishing notices for an LLC. After this fee is paid, the newspapers will provide the LLC with affidavits of publication.
What information must be included in the LLC notice?
To comply with the NY LLC publication requirement, the following information must be included in the notice:
- 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)
- Business purpose of the LLC
- Name of the LLC’s registered agent
How much does the New York publication requirement cost?
Publication costs vary depending on the county in which the LLC’s office is located (with New York County being the most expensive) and the special advertising rates charged by each newspaper for this type of announcement.
There is also a $50 Certificate of Publication filing fee which must be paid to the Department of State of New York.
What happens if you don’t complete this publication step?
A failure to comply with the publication requirements within the designated timeframe will result in the suspension of the LLC’s authority to carry on, conduct, or transact business.
This means that non-compliance can result in an 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, after being suspending, the LLC does meet the publication requirements and file its LLC’s Certificate of Publication after the 120-day filing window, the 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.
What other entities are subject to New York’s publication requirement?
Foreign LLCs registering in New York are also subject to a newspaper publication requirement. The New York publishing requirement also extends to other limited liability entities, such as professional LLCs, limited partnerships, and limited liability partnerships. Corporations are not subject to a newspaper publication requirement.
For more information on LLC basics, read The LLC Handbook.