After forming a limited liability corporation (LLC) in the state of New York, the entity must publish two separate public notices of their formation within 120 days. These publications need to take place in two different general circulation newspapers, one daily-circulation and one weekly-circulation, that are both published in the county of the LLC’s origin, as directed by the County Clerk. An LLC cannot publish notice of their formation within a newspaper outside their home county’s circulation, nor can they publish in one newspaper and not the other, or different newspapers than as directed by the County Clerk. This notice must run for six consecutive weeks and must contain specific information on the LLC’s formation.
The costs of publication differs greatly in each New York county. New York County itself, as you may imagine, has far higher publication costs (in excess of about $1,000) compared to an upstate county like Oswego or even Albany, where publication costs may only be a few hundred dollars. In general, almost every downstate county has higher publication costs compared to upstate counties, as the cost of publishing public notices within a newspaper depends on the size of the readership base.
The origins of the publication requirement law stem from an historic dominance of information by newspapers. Only a generation ago, newspapers represented the sole source of information for both news and contacting companies: as recently as 1965, newspaper circulation in the United States averaged 100 per 100 households. Today, that rate has fallen to below 40 per 100 households as the Internet has become the most common means of searching for and contacting businesses and individuals. Unfortunately the now archaic publication requirement is still New York State law for all LLCs, PLLCs, LPs and LLPs.
Ignoring or failing to carry out the New York publication requirement means that an LLC will have their authority to conduct transactions in the state suspended starting 12 months after the end of the 120-day period. This penalty is not as onerous as it sounds. In practice the entity will typically loose the right to sue in New York courts and the Department of State will not issue a “Certificate of Good Standing (called a Certificate Under Seal in New York). This suspension does not entail cancelation of any contracts signed by the entity and its partners, clients, and employees. An LLC that files documentation proving that it has complied with the publication requirement will also have the suspension lifted retroactive to the first date of business conducted by the company, making it as if the suspension never occurred, although in some instances the lack of ability to sue in New York courts may prevent you from bringing a counterclaim in certain instances.
Sachs Law is here to help you satisfy the Publication Requirement. Contact us today for a free consultation to review your options and discuss your specific situation.