Publication Requirement on New York LLC Formation
February 11, 2021
Yen-Yi Anderson, Managing Partner of Anderson & Associates, founded the law firm in January 2014. Yen-Yi Anderson focuses her practice on excellence in business immigration, commercial law, and civil litigation.
Jim Shih-Chun Hou is an Associate at Anderson & Associates and a contributing author for the Anderson & Associates blog.
Do you know you must publish your LLC in a newspaper after forming it? Any consequences If you haven’t done so? And how do you address it?
Unbeknownst to most people who have just registered their limited liabilities companies online, there is an additional requirement to fulfill – publishing your newly formed LLC. This requirement only exists in Arizona, Nebraska, and New York. In the State of New York,
Section 206 of the New York State Limited Liability Company Lawgoverns the publication, which requires that an LLC must publish in two newspapers within 120 days after being formed.
People often neglect this requirement. And it is actually understandable. Nowadays, the general public can access and review the entity information through online digital databases. Publication in newspapers is seemingly unnecessary. However, it is always wise to be in compliance with the rule. Let’s see what happens when you forget publication.
The bottom line is, failure to publish will trigger suspension of your LLC. But it will not cause dissolution, nor is it necessary for you to dissolve your LLC to start over again. And it is rare that the state government imposes financial penalties on your noncompliance. However, absence of the publication, the status of your LLC will not in good standing, and the state government may turn down your request for certain services. Besides, lack of certificate of good standing might disadvantage your business since investors or vendors are unlikely to do business with a suspended company. In addition, your LLC will have no standing to sue or to be sued in New York courts. That is to say, when disputes arise, your LLC cannot resort to the state judicial system.
To avoid those drawbacks and address the issue, you may contact the county clerk in which your LLC was organized to learn which document is needed for publication. Upon receipt of the designation from the clerk, you can conduct the publication in two newspapers once a week for six successive weeks. After that, you will obtain an affidavit of publication from the publisher, which should be annexed to the certificate of publication that you have to submit to the clerk. As a result, the suspension of your LLC shall be annulled. The effect will be as if the suspension had never happened.
Before this requirement being eliminated, which we believe it’s soon, make sure that you publish your LLC after formation within 120 days. The cost might not be significant, but the length of time it takes is more troublesome when you have urgent needs of funds, business collaboration or access to the court system. Let us know if you need a hand with publication.