Taking Care of the LLC Publication Requirement [Updated February 2, 2012]

[Prelim:  I wrote the below post a long time ago and it seems to get a lot of hits.  Unfortunately, the law is still in effect and you must publish the formation of an LLC.   I also get a lot of calls asking me if I handle the LLC publication.  As a matter of fact, I do not, because it is best handled by a publication company.  For reasons unknown to me, they can do it cheaper than if you were to do it yourself.  All you have to do is send them your filing receipt and payment.  I use Alex from LLC Publishing Corp.  I do not get anything for mentioning him here.]

 

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 about $1000 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).

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.

**This post is for informational purposes only and does not constitute legal advice**

Comments

[Mark Bags]

Is it OK to put one of the members down as registered agent along with the address of their place of business?

[Jack]

I think it so amazing to Taking Care of the LLC Publication Requirement

[PublishMyLLC]

I started a publishing service because I had such a hard time with the publishing requirement. If you have any questions check out my site where I explain the law, shoot me an e-mail, or call me(all on my contact page).

[ifred]

Personally I find that the platform is the starting point. I”ve started playing with the Windows Mobile platform for the fun of it

[credit loans]

I opine that to get the business loans from creditors you ought to present a good motivation. However, once I've got a auto loan, just because I was willing to buy a house.

[Apostille New York]

Thanks for the article and the useful information.

[Adam Fields]

I hired Northwest Registered Agent as my registered agent, and they have an Albany office location. They allow you to list their address as the principal address, and therefore, you can publish in Albany for about 80 bucks... They even had the publication template and about 5 different Albany newspapers to choose from, in my online account. They also provided the LLC publication form in my account, and the order forms for the Newspapers. I went with the Jewish Expose for 26 bucks!! What a deal! Here's the link I found by searching for New York Registered Agent.... http://www.northwestregisteredagent.com/new-york-registered-agent.html

[John Hayes]

I to am not in love with this process but the company I used to form my New York LLC and do the publishing was: HUBCO Incorporation Services (www.inc-it-now.com) they have offices in Long Island and in Albany so were able to be a one stop shop for formation and publishing. This is what they do ! I was assigned one person who guided me through both steps to completion. There are lots of companies who do this, but I would highly recommend them.

[SL]

Just went through TS Associates for my publishing (www.tsassoc.com). The team there is knowledgeable, and their quality of service is excellent! They were able to answer all of my questions, and handle the entire publishing and filing process at extremely competitive prices. No hidden charges, they met deadlines, and basically did everything for me exactly as they said they would. Check them out before you go anywhere else.