Taking Care of the LLC Publication Requirement

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).

Click here for NY LLC Formation

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.

About Imke Ratschko


Imke Ratschko is a New York Attorney helping small businesses, business owners and entrepreneurs with all things "Small Business Law," such as litigation, contracts, business owner disputes, shareholder and operating agreements, sale or purchase of a business, investors, and starting a business. You can reach her at 212.253.1027.

31 comments

  1. Philip James

    If i own an LLC just to protect the company name and i don’t file the newspaper ad’s, is the only issue that i lose the ability to do business in NY?
    If the company serves no other purpose can i let it lapse, and then if desired later on, dissolve and re-incorprate with the same name?

  2. What if a company were to fulfill the NYS publishing requirement under one name (e.g. Acme, LLC) and then later adopt a “DBA” name for the business and use the DBA name (e.g. ABC Capital) for all state correspondence and other business activities? Would a separate and additional publication requirement have to be filed under the DBA name?

  3. This is very helpful information for the DIY business owners out there. Thank you for your advice!

  4. Kevin D. McInroy, Esq.

    Very helpful indeed. Thank you very much.

  5. Or, for about the same price, you can have a lawyer take care of this major headache for you.

  6. I agree with the others. Please keep the articles coming. These are a VERY big help for me. You break it down in an orderly fashion so you always know what steps to take next. Thanks for all you do. Joe C

  7. Thanks, this is the only article on this subject I could find that’s not trying to sell me an LLC publishing service.
    !
    -E

  8. what happens if you publish after the 120 days?
    what happens if you change your the name of the LLC (everything staying the same): do you need to re-publish?
    Are foreign LLC subject to the 120 day rule from the date of organisation or the day they start operating in NY?
    Thanks much for helping small business owners who are badly in need of assistance!
    Jay

  9. This is helpful information – thank you.
    It is so hard to do business in New York with their extra hoops to jump through. This publication thing is just one of them. Not to mention the taxes are ridiculous here.

  10. There is ambiguity regarding “principal office” and the need to identify its location. Notice that section 203 (Formation) only requires the Articles to state the “county” in which LLC will operate, and only include the “location” of the principal office if there is more than one office for the LLC. Hence, the publication requirement, if consistent with the filing of the articles, may only require identifying the county unless you have more than one office (and the words “principal” office are meaningful: if you have only one office, it may be argued that subsection 3a of Section 206 is inapposite).
    In any event, the law is clear that you DO NOT have to “start over” any publication if after the first week’s publication, the facts contained in the original publication have changed. Hence, if you start with one office, and then open another office (in a more expensive county viz. publication costs), you do NOT have to restart the publication. (Although you may want to file an amendment to the Articles of Organization. cf. s.211)

  11. NS,
    Good catch–but in that case, can I use my registered agent as my initial “principal” office?

  12. how long does the articles have to run in the newspapers?

  13. As a follow up question to your response on failure to meet publication requirments: what if the entity is a foreign LLC qualified to do business in NY and fails to meet publications requirements? Is there any additional consequence in this case?

  14. I am attorney who is forming an LLC for a friends’ business as a one-time deal and would prefer not to serve as their registered agent. Is it OK to put one of the members down as registered agent along with the address of their place of business?

  15. IS THE LLC PUBLICATIONS HAS TO BE SEND DEPARTMENT OF STATE WITH IN 120 DAYS TIME FRAME, I HAVE PUBLISHED IN NEWS JOURNALS WITH IN 120 DAYS OF LLC FORMATION, BUT THE PUBLICATIONS WAS LOST IN THE MAIL WHICH WILL REPLACED SOON BY THE PUBLISHER, CAN I SEND PUBLICATIONS TO DEPARTMENT OF STATE EVEN AFTER 120 DAYS. IS IT STILL VALID.

  16. yupp…..no problem

  17. The lowest publishing prices can be found at http://www.llcpublishing.biz starting at just $295 complete.

  18. People deserve wealthy life and home loans or sba loan would make it better. Because freedom is based on money.

  19. Does a domestic or foreign LLC have to maintain “an office” or “place of business” address in NY state at all?

  20. There is a petition for those who think the requirement is unnecessary being circulated to support a change in the law which would lower publishing costs by $700 for each new llc. Go to this url and lend your support:
    http://nytm.org/why-2k/
    Sign the petition and help get the law changed. Attorneys have advised to file in a different county in New York and then pay the fee to move to New York County.

  21. 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.

  22. 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.

  23. 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

  24. Thanks for the article and the useful information.

  25. 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.

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

  27. 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).

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

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

  30. Very helpful article, thanks. In my documents it mentions to contact the county clerk but they are very hard to reach, I will go with the online method, as well as sign the petition for this ridiculous requirement.

  31. Thanks Imke, I just Interstate Filings to take care of my publishing. They did a great job and will use them again.
    http://www.interstatefilings.com

    Many Thanks,
    Josh

Trackbacks/Pingbacks

  1. LLC Publication Requirements Changed - Imke Ratschko New York Small Business Lawyers | Imke Ratschko New York Small Business Lawyers - [...] see this Post:  Taking care of your LLC Publication Requirement Share [...]

Leave a Reply

Your email address will not be published. Required fields are marked *

You may use these HTML tags and attributes: <a href="" title=""> <abbr title=""> <acronym title=""> <b> <blockquote cite=""> <cite> <code> <del datetime=""> <em> <i> <q cite=""> <strike> <strong>