LLC Publication Requirement: New York, Arizona and Nebraska

Which states have an LLC publication requirement?

New York and Nebraska require a new LLC to publish a notice of its formation in a newspaper. Arizona does too, unless the statutory agent's street address is in a county of more than 800,000 people, where the commission posts it online instead. New Jersey is not one of them: its registration steps for a new LLC list no newspaper notice (New Jersey Division of Revenue; see how to start an LLC in New Jersey). Each state sets its own deadline, number of runs, newspaper and proof.

Newspapers set their own charges for the notice, separate from any state fee. A case needs more care when a New York LLC is already past its deadline, an LLC formed elsewhere is registering in New York, or a bank, buyer or another state asks for proof of good standing.

Gather the date the articles took effect (or, for an out-of-state LLC, the date New York filed its application for authority), the county named in the articles, the statutory agent's or designated office's street address, the LLC's exact name as the state shows it, and any letter from the state about publication.

New York LLC publication requirement: what must be published, and by when?

A New York LLC must publish a copy of its articles of organization, or a notice of their substance, once a week for six successive weeks in two newspapers, then file a Certificate of Publication within 120 days after the articles take effect. The county clerk of the county where the LLC's office is located picks the newspapers: one printed daily and one printed weekly (Department of State FAQ; LLC Law § 206).

1. Ask the clerk of the county named in the articles which two newspapers it designates. In New York City, Manhattan is New York County, Brooklyn is Kings County and Staten Island is Richmond County; the Bronx and Queens are counties of the same name (Department of State).
2. Prepare the notice. Section 206 requires the LLC's name; the date the articles were filed (and the formation date, if different); the county of the office; the street address of the principal business location, if any; that the Secretary of State is the agent for service of process, with the address for mailing process; any registered agent; any latest dissolution date; and the character or purpose of the business.
3. Run it once a week for six successive weeks in both newspapers.
4. Collect an affidavit of publication from each newspaper.
5. Send the Certificate of Publication, with both affidavits attached and the $50 fee, to the Department of State's Division of Corporations in Albany (address on that page), inside the 120 days.

The name and filing date in the notice and certificate must match the Department of State's records exactly; check them on the Department's website before the first run (Department of State). Six weeks of runs, plus time for the affidavits, take a large part of the window, so start early. The LLC may do business meanwhile; its authority is suspended only if the window closes with no certificate filed (LLC Law § 206). A theatrical production company with "limited liability company" in its name is exempt (Department of State FAQ). For the rest of the New York setup, see how to start an LLC in New York.

Does New York's rule apply to an out-of-state LLC or a PLLC?

Yes. Forming the LLC in another state does not avoid the rule: an LLC formed in another state or country that registers to do business in New York publishes on the same schedule. Its 120 days run from the day New York files its application for authority, and the newspapers are designated in the county of its New York office. Its notice lists more items than a domestic LLC's, including where and when it was formed, its office address in its home jurisdiction, and the home-jurisdiction official who holds its formation documents (LLC Law § 802). Its Certificate of Publication fee is $50 (Department of State FAQ). Registering itself is covered in registering in another state; choosing a home state, in which state to form in.

A New York professional service LLC (PLLC), formed under section 1203, has the same duty: publish within 120 days after filing the articles, once a week for six successive weeks in two county-designated newspapers, or its authority to do business is suspended (LLC Law § 1203). Whether a profession needs a PLLC at all is covered in professional LLC or professional corporation.

How much does New York LLC publication cost?

The state charges $50 to file the Certificate of Publication. The newspapers charge their own fee for running the notice (Department of State), and the Department's pages list no newspaper rates, so the total depends on the county and the two newspapers the clerk designates.

The law lets the LLC publish either a full copy of its articles or a shorter notice of the required items; ask each designated newspaper what it charges for the form you choose before the first run. Expedited handling of the certificate costs extra and is optional. For the whole first-year bill, see LLC cost by state.

What if a New York LLC misses the 120-day deadline?

The LLC's authority to carry on, conduct or transact business in New York is suspended from the end of the 120 days until it files the Certificate of Publication. Filing late cancels the suspension (LLC Law § 206). This clock covers LLCs formed or authorized after June 1, 2006 (Department of State FAQ). An older LLC follows section 206(b) (section 802(b) if formed elsewhere): it need not publish again if it complied with the earlier rules, was formed before January 1, 1999, or filed at least one newspaper affidavit with the Department before June 1, 2006; if not, its authority is suspended until it publishes and files the same way.

The law limits the damage. The lapse does not make the LLC's contracts or acts invalid, does not stop it defending a lawsuit, and does not make members or managers personally liable for the LLC's debts. It suspends authority; it does not dissolve the LLC. Section 206 preserves the LLC's right to defend a lawsuit but says nothing about bringing one, so whether a suspended LLC can sue is a question for a lawyer.

To fix it, publish now in the clerk-designated newspapers for the full six successive weeks; only the deadline is excused, not the other steps. Then file the certificate with both affidavits and the fee. If a bank, buyer or another state wants proof of good standing, file the certificate first, then order the proof; see certificate of good standing.

Arizona LLC publication requirement: when is it needed?

Only when the statutory agent's street address is in a county of 800,000 people or fewer. In a larger county (the commission's instructions name Maricopa and Pima) the commission posts the LLC in its online database instead, at no charge (A.R.S. § 10-130; instructions). Do not publish before the commission approves the articles; its approval letter says whether publication is required and how (commission FAQ).

When it is required, a notice must run three consecutive times, within 60 days after the Arizona Corporation Commission files the articles of organization, in a newspaper of general circulation in the county of the statutory agent's street address (A.R.S. § 29-3201(G)). The notice carries the same details the articles list: the name, principal address, statutory agent, whether it is member-managed or manager-managed, and the members or managers the articles name. The commission keeps a list of newspapers that have attested they meet the statute, without endorsing any.

• Affidavit: the newspaper provides one. Filing it with the commission is optional; if it is not filed, keep it with the LLC's records (commission FAQ).
• Amended articles: most amendments are published the same way within 60 days. Changes only to member or manager names or addresses, the principal address, or the statutory agent are exempt (A.R.S. § 29-3202).
• If the window passes: section 29-3201 sets the duty but states no penalty or suspension. What a late notice requires is not settled in the statute; ask the commission.

The rest of the Arizona setup is in how to start an LLC in Arizona.

Nebraska LLC publication requirements

A Nebraska LLC must publish a notice of organization for three successive weeks in a legal newspaper of general circulation near its designated office, then file proof of publication with the Secretary of State (Neb. Rev. Stat. 21-193). The statute sets no deadline, but it ties the LLC's acts to the notice: if the LLC publishes late for the full period and files proof, its acts before and after publication are valid.

The notice shows what the certificate of organization must state: the LLC's name; the street and mailing addresses of its designated office; the name and addresses of its agent for service of process; and, for a professional LLC, the professional service (Neb. Rev. Stat. 21-117). Filing the proof costs $25 online or $30 in office (Secretary of State fees).

Amendments to the certificate of organization, mergers, conversions and domestications need a short summary published the same way (Neb. Rev. Stat. 21-193).

Does publication affect the LLC's taxes or EIN?

No. Publication is a state business-filing rule; nothing in these publication statutes changes how the LLC is taxed or when its returns are due. The IRS asks that an LLC be formed with the state before it applies for an EIN (IRS); an LLC is formed when its articles take effect (LLC Law § 203; A.R.S. § 29-3201), and publication comes after, so the EIN need not wait for the notice.

Publication matters in one practical way: a New York LLC whose authority is suspended may have trouble getting the certificate of good standing a bank, buyer or another state asks for (certificate of good standing). Other post-formation filings are in after you form your company.

Do corporations or other states have a similar rule?

Corporations publish too in two of these states. A Nebraska corporation publishes notice of incorporation for three successive weeks in the county of its principal office (or registered office, if it has no principal office in Nebraska) and files proof with the Secretary of State (Neb. Rev. Stat. 21-2,229). An Arizona corporation publishes its articles of incorporation within 60 days of approval, unless its known place of business is in a county above the same population line, where the commission posts them in its database (A.R.S. § 10-203; A.R.S. § 10-130). New York's rule covers LLCs, limited partnerships and limited liability partnerships; the Department's FAQ does not list business corporations (Department of State FAQ).

For other states, each state's formation guide lists any follow-up filing; start with how to form an LLC.

Example

These examples are illustrative; fees are in US dollars.

A Brooklyn LLC formed March 1

The articles take effect March 1 and name Kings County (Brooklyn), so day 120 is June 29. In early March the owner asks the Kings County Clerk for the two designated newspapers and starts the notice in both by mid-March. The sixth week ends in late April. The owner files the Certificate of Publication, both affidavits attached, with the US$50 fee in May.

A New York LLC found unpublished a year later

A bank asks a year-old LLC for proof of good standing, and the owner finds it never published. Its authority has been suspended since day 121, though its contracts from that time stay valid. It runs the notice for six weeks in the clerk-designated newspapers, files the certificate with the US$50 fee, and the suspension ends on filing. Only then does it order the status certificate for the bank.

An Arizona LLC with its agent in a smaller county

The commission files the articles on May 1, and its letter says publication is required. Day 60 is June 30. The LLC runs three consecutive notices in a newspaper of general circulation in the agent's county, finishing in early June, and keeps the newspaper's affidavit with its records.

Different for you?

• Your New York LLC is past its 120 days, or a bank or buyer wants good standing: follow certificate of good standing and get business formation help to publish and file in the right order.
• Your Arizona or Nebraska LLC never published: get business formation help to publish late and file or keep the proof.
• Your LLC was formed in another state and now operates in New York: see registering in another state and get business formation help.
• You are still forming the LLC: see how to start an LLC in New York, in Arizona, or how to form an LLC for other states.
• You are budgeting the first year: see LLC cost by state.
• You want every yearly report and fee: see LLC annual fees and reports by state.
• You are a licensed professional: see professional LLC or professional corporation.