Taking Care of the LLC Publication Requirement
Setting up a limited liability company in New York requires you to jump through one additional hoop: Publication of a notice of the LLC formation in two newspapers (See Section 206 of the Limited Liability Company Law for exact legal requirements). Unfortunately, this adds up to $1300 to your formation costs. Forming a foreign LLC (Nevada, Delaware or any other state) won’t save you the expense. As soon as your LLC does business in New York, your foreign LLC has to publish too (See Section 802 (b) of the Limited Liability Company Law).
You can save on publication cost if your principal office is located outside of New York City, where the newspaper ads are much much cheaper. While it is a whopping $1300 in Manhattan, it can be a mere $200-300 in upstate New York. And nobody will stop you from relocating your principal office to New York City once the publication is done. You do not have to publish again if you relocate your office. You also don’t have to publish again if you change the name of your LLC (another publication question classic).
Anyway, here is what you need to do for a newly formed New York Limited Liability Company:
1. Locate your LLC’s “filing receipt”
If you don’t have your filing receipt, ask the person or company that formed your LLC. The Department of State will not issue a duplicate copy of your filing receipt.
2. Call the county clerk of the county where your LLC has its principal office
Where is your principal office? Look in your “Articles of Organization” (Again, you or the formation company/person should have that). The articles of organization should have language along the lines of “the county within this state in which the office of the limited liability company is to be located is: ______.”
The county clerk will give you the names of two newspapers in which to publish. If the county is New York (i.e. your principal office is in Manhattan), the county clerk (see phone listing here) will ask you to fax them your filing receipt before giving out the names of the newspapers.
3. Contact the newspapers
The newspapers will usually send you a sample notice, so that you know what to write for publication. But also check the law to make sure that they got it right. If one of the publications is the New York Law Journal, you can take care of that notice online.
4. File a Certificate of Publication
After the publication notices have run for the required time, the newspapers will send you affidavits of publication, i.e. official looking pieces of paper stating that they published your notices. You have to send the affidavits of publication to the Department of State along with a “Certificate of Publication”. See here for more information from the Department of State.
5. When do you have to accomplish the above steps?
Within 120 days after the formation of your LLC.
6. What happens if you don’t publish?
Your LLC looses the authority to do business in New York State. In practical terms, you won’t be able to sue anybody in New York courts and the Department of State won’t issue a “good standing certificate” for the entity. You can fulfill the publication requirement at any time and your LLC will regain good standing.