When you form an LLC, it’s important to know which states require additional filings or steps at the time of formation. In New York, LLCs are required to publish information on the formation of the entity in a local newspaper.
What is a certificate of publication?
A certificate of publication filed with the state indicates that a business entity has completed the state’s publication requirement. A publication requirement may include a county-level filing, publishing notice of the formation of an LLC or corporation in a local newspaper, or an initial report filing.
States that have a publication requirement include Arizona, Georgia, Nebraska, Pennsylvania, and New York. In New York, the requirement only extends to LLCs, while in Pennsylvania and Georgia, only corporations are required to complete a publication requirement. In Nebraska and Arizona, the publishing requirement extends to both LLCs and corporations.
How to publish an LLC in New York
In New York, all LLCs must complete the publication requirement within 120 days after the effective date of the initial Articles of Organization. (The New York publishing requirement also extends to other limited liability entities, such as professional LLCs, limited partnerships, and limited liability partnerships.)
The LLC must publish a notice related to its formation for six consecutive weeks in two newspapers specified by the County Clerk in the county where the LLC’s legal address is registered. The legal address is the same one listed on the LLC’s Articles of Organization. You are not allowed to choose which newspapers for the notice to appear in.
Before contacting the county clerk, make sure you have a copy of your original LLC filing receipt. The clerk will request a copy of this document before supplying the names of the newspapers.
The newspapers charge a fee for publishing notices for an LLC. Afterward this fee is paid, the newspapers will provide the LLC with affidavits of publication. These affidavits must be submitted along with the filing of the Certificate of Publication to New York’s Department of State.
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 typically range from $600 to $2,000 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.
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?
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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