Per New York state law, all LLCs must abide by the publication requirement. New York is one of only three others in the entire country that still mandates that newly-formed companies—which includes LLCs, PLLCs, LPs and LLPs—must publicly announce via printed advertisement. This requirement dates back to a bygone era where periodicals were the main method of informing the general public that new corporate entities were opening—and somewhat puzzlingly remains in effect to this day.
What exactly does this requirement entail in present-day context? As a small business owner, we know that you have a lot on your plate. To help you comply with this requirement so you have more time to focus on what matters (running your business) here is a closer look at the New York publication requirement.
Publishing Requirement Basics
The basic explanation of the publication requirement is that every LLC registered in New York has to publish advertisements in two newspapers in order to notify the general public of their incorporation. There are a few essential requirements for the ad, including:
- The ad needs to be published for six consecutive weeks by both periodicals
- The periodicals need to be in the same county as the principal place of business of the LLC
- One of the periodicals should be circulated on a daily basis
- The other periodical should be circulated on a weekly basis
Note that the advertisement for your LLC only has to be published once a week in both the daily and weekly newspaper. From a timing perspective, in order to remain compliant, the LLC advertisements need to be published within 120 days of the LLC’s official date of incorporation and include the following information:
- Name of the new LLC
- Date of formation for the LLC
- Business address and contact information for LLC
Sample LLC Publication Advertisement
The following is an example of an acceptable LLC advertisement to meet the state publication requirement:
[COMPANY NAME], LLC, filed articles of organization with the NY Secretary of State on 12/12/2021. Office: [___ COUNTY]. [REGISTERED AGENT] is designated as agent of the LLC upon whom process against it may be served. NY Secretary of State shall mail copy of process to [REGISTERED AGENT] at [ADDRESS]. Purpose: Any lawful purpose.
The expenses associated with publication can vary widely from around $75 to upwards of $1500 depending on the county where the limited liability company is headquartered and the type of advertisement they choose to run. Additionally, business owners will have to budget another $50 into the equation to cover the Certificate of Publication filing fee as well.
Following the formation of the LLC and the filing of its articles of organization, the next task for business owners is to contact the County Clerk’s office to submit the filing receipt. The address listed on the LLC’s formation paperwork is the county where the business must publish its ads. The County Clerk will then select two periodicals to the business owner, who is then obligated to contact them and coordinate publication and payment details. The final step is to submit the Certificate of Publication with those affidavits and the required fee of $50.
Risks Associated with Non-Compliance
New York Limited Liability Company Law § 206 states that LLCs that are found non-compliant with the publication requirements within the 120-day deadline will have their license to conduct business operations revoked by government officials. That may seem like quite an excessive punishment, but in practical terms the most that will likely happen is that a company would lose their legal standing to sue in state courts or be rendered unable to obtain a Certificate Under Seal, also known as a certificate of good standing, which some business partners or suppliers may require before working them. Clients working with an LLC may also request verification that the business has been published, which could prove costly if an LLC is unable to do so. For example, if the LLC was coordinating a major project with a big client but couldn’t offer proof of publication, the entire transaction could be delayed or even cancelled altogether. Note that in the event that a business fulfills the publication requirements and submits their Certificate of Publication at any point later than the 120-day time limit, the LLC’s permission to carry on, conduct or transact business will be retroactively granted to the initial date of business conducted as if the suspension never happened in the first place.
Although the majority of businesses choose to follow the law and publish their LLC, the additional expenses and time prompt some start-ups to delay publication or not complete the requirement at all. It is highly recommended that you comply with all state and federal laws applicable to your business. Doing so is the best way to mitigate any risk of regulatory punishment and ensure that your LLC will operate under cover and purview of New York state statute.
The LLC publication process is admittedly outdated and can seem overly burdensome for busy entrepreneurs trying to get their business up and running. The good news is that you do not have to navigate the nuanced and tedious publication requirement on your own. LOVE LAW FIRM has years of experience handling all matters associated with the LLC formation process and can provide you with invaluable insight and legal advice to make the entire journey of establishing your company run smoothly. Contact us today to learn more about how we can help you achieve your business goals.
For more articles like this or to read more about business formation in New York, check out these helpful articles:
- Our Business Formation Attorney Helps Your New York Start-Up
- Why You Need Agreements Between Founders
- LOVE LAW FIRM Nominated As Best Business Formation Law Firm by LIBN Readers Rankings For Second Year In A Row!
Francine E. Love is the Founder & Managing Attorney at LOVE LAW FIRM, PLLC which dedicates its practice to serving entrepreneurs, start-ups and small businesses. The opinions expressed are those of the author. This article is for general information purposes and is not intended to be and should not be taken as legal advice.
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