I get many calls asking me whether I handle the LLC Publication. I would, but truthfully, you don’t need a lawyer for that. Here is how to do it:
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**