In order to create an LLC in NY you must fulfill multiple requirements. You must file articles of organization, create an operating agreement, and meet publication requirements. Here’s how to meet the mandatory New York LLC publication requirements.
What Is the NY LLC Publication Requirement?
The New York LLC publication requirements are detailed in Section 206 of the New York Limited Liability Company Law.
The bulk of Section 206 focuses on the formation notices that all new LLCs must run. The law stipulates that:
- Formation notices are published in 2 newspapers designated by the county clerk of the county where the LLC’s office is located
- Formation notices run once a week for 6 consecutive weeks
- One paper must be a daily newspaper
- One paper must be a weekly newspaper (periodical)
- A Certificate of Publication, with the two affidavits of publication attached, is filed within 120 days after the LLC’s Articles of Organization take effect
These publication requirements apply to all LLCs formed in New York. The requirements are unique to New York, as only two other states (Arizona, outside Maricopa and Pima counties, and Nebraska) have similar stipulations.
What Are the NY LLC Publication Fees?
One of the reasons new businesses might choose to form in a different state is that New York’s publication requirements increase your overall New York LLC cost. The associated costs consist of advertising costs and filing fees.
Formation notices are essentially paid advertisements that announce a new business. Newspapers set their own rates for running notices, and rates vary among papers. Papers within a region might have nominal differences in what they charge. The differences between what papers of different counties charge can be quite substantial.
For example, running a notice in one of the most populated downstate counties could cost $1,000 or more. Running the same notice in a rural upstate county might only be around $100.
Keep in mind that these fees must be paid for two newspaper publications, and both must be papers designated for your LLC’s county (or a neighboring county if none is designated).
The state’s filing fee is much more straightforward. A $50 fee must be paid when filing a Certificate of Publication and the two affidavits of publication with the state.
Thus, the total NY LLC publication fees amount to $50 + the cost of advertising in two papers.
How To Meet the NY Publication Requirement (While Saving Money)
What you pay for publication depends mostly on the county where your LLC’s office is located.
Your LLC’s county sets the cost
The notices must run in newspapers designated by the county clerk of the county where your LLC’s office is located, as stated in your Articles of Organization. If your LLC is already located where advertising costs are relatively low, high advertising fees might not be a concern.
Change your LLC’s New York address later
Some owners later move their LLC’s office to a different county. Changing the county of your LLC’s office means filing a Certificate of Amendment ($60). Changes made after your notices are published don’t require you to publish again.
The publication requirements only apply to new LLCs, so you don’t have to worry about managing them in future years. Your main ongoing state filing is the Biennial Statement, due every two years.
Wait to make sure your LLC is successful
One strategy is to wait until Week 8-10 before running formation notices. You don’t have to complete the publication requirements (including filing with the state) until Day 120. If you start running notices somewhere during Week 8-10, you should have enough time to complete the six-week requirement and file with the state. Leave time for the newspapers’ scheduling and for mailing the certificate.
Delaying your formation notices won’t ultimately save you money if your LLC is successful beyond a few months. If the business fails within a few months, however, this strategy might keep you from spending money on publication expenses for a business that doesn’t last.
What To Say in a Formation Notice
The information that must be included in a formation notice is clearly defined. A notice must contain all of the following:
- Official LLC name (including “LLC”)
- Filing date of the Articles of Organization (and effective date, if different)
- County of the LLC’s office
- A statement that the Secretary of State is designated as agent for service of process, and the address where it will mail papers
- The name and address of the LLC’s registered agent, if any
- The principal business street address, if any
- Date of dissolution (only if the LLC has an “end date”)
- Purpose of the LLC (sometimes is general or vague)
The following example formation notice has all of this information:
Widgets, LLC. Arts. of Org. filed with SSNY on [date]. Office location: Onondaga County. SSNY designated as agent of the LLC upon whom process against it may be served. SSNY shall mail process to: 123 Main St., Suite 100, Syracuse, NY 13205. Registered agent: CNY Registered Agents, Inc., [address]. Purpose: any lawful purpose.
Average NY Publication Requirement Costs
The cost of running formation notices varies significantly throughout the state. You may need to budget anywhere from $150 to $1,500+ for both advertising and filing expenses. A sampling of just three counties shows just how widespread the costs can be:
- Albany County has an average cost of ~$140
- Queens County has an average cost of ~$850
- Manhattan (NYC) has an average cost of ~$1,500
Albany is among the lower-cost counties in the state, and Queens is representative of what’s fairly average. Manhattan is the most expensive of any county. Ask your county clerk which newspapers are designated, and get quotes from them.
Additionally, some newspapers ask you to confirm your LLC’s details before publishing. Make sure to allow time for this if you’re delaying running formation notices.
What Happens If You Fail to Comply With NY Publishing Requirements?
If you don’t file the Certificate of Publication within 120 days, your LLC’s authority to do business in New York is suspended (Section 206). Suspension doesn’t cancel your LLC’s contracts or make members personally liable for its debts. Your LLC may not be able to start a lawsuit in New York courts while suspended, and banks or clients may ask for proof that you’ve published.
You shouldn’t intentionally plan on not meeting the publication requirements. If you’re already in violation of the publication requirements, however, once you publish and file the certificate, the suspension is lifted.
Make Sure Your LLC Is Properly Published
If you’re starting an LLC, you have a long list of items to attend to. Make sure meeting New York’s LLC publishing requirements is on your to-do list and doesn’t get overlooked. This may seem like a nuisance, but it’s one every new LLC owner must take care of.
FAQ
Your LLC has 120 days to meet New York’s publishing requirements. This includes running the six weeks of formation notices, getting affidavits of publication from each paper, and filing with the state. The 120 days begin when your LLC’s initial articles of organization become effective.
The New York publication requirements stipulate that your LLC’s formation notice must run for six consecutive weeks. Once it’s run for six weeks, the paper will issue you an affidavit of publication. You then file the affidavits (one from each paper) along with a certificate of publication, submitting the documents to the New York Department of State.
The publication requirement in New York is a holdover from when newspapers were how information got disseminated. Newspaper notices used to be the main (and sometimes only) way people learned about new businesses and other matters. Despite the changes that technology has brought, this requirement hasn’t thus far been updated.
The publication requirements must be completed within approximately 17 weeks (120 days) of starting your LLC. The last week to start running formation notices and still meet the requirements is thus week 11, since notices must run for at least six weeks. You probably should start at least a week or two earlier, so there’s some buffer time in case the paperwork takes longer than a day.