New York’s LLC Publication Requirement for Foreign LLCs
In a previous post, we discussed how the New York LLC Publication Requirement applies to New York Domestic Limited Liability Companies (LLCs) as set forth under Section 206 of New York State Limited Liability Company Law.
As a refresher, within 120 days after the effectiveness of the initial Articles of Organization, LLCs formed in New York are required to publish a copy of the Articles of Organization or a notice (in an appropriate form) in two newspapers (one printed daily and the other printed weekly) in the county in which the LLC is located once a week for six weeks. The county clerk designates the appropriate newspapers to be used for publication.
Publishing costs vary from a few hundred dollars to over a thousand dollars depending on the county where the LLC is located.
Proof of publication which includes a Certificate of Publication + Affidavits of Publication from the respective newspapers + a $50 filing fee must be filed with the NYS Department of State. The NYS Department of State will provide a filing receipt once the proof of publication has been received and processed. Failure to comply results in the suspension of a Domestic LLC’s authority to carry on, conduct, or transact business in the State of New York.
So, what about Foreign LLCs? That is, LLCs that do business in the State of New York but are not formed in New York.
Before Foreign LLCs may do business in New York, they must file an Application for Authority with the NYS Department of State.
Section 802 of New York State Limited Liability Company Law requires that within 120 days after filing an Application for Authority, Foreign LLCs publish a copy of the Application for Authority or a notice (in an appropriate form) in two newspapers (one printed daily and the other printed weekly) in the county in which the LLC is located once a week for six weeks. Again, the county clerk designates the appropriate newspapers to be used for publication.
Proof of publication which includes a Certificate of Publication + Affidavits of Publication from the respective newspapers + a $50 filing fee must be filed with the NYS Department of State. The NYS Department of State will provide a filing receipt once the proof of publication has been received and processed. Failure to comply results in the suspension of a Foreign LLC’s authority to carry on, conduct, or transact business in the State of New York.
Except for theatrical production companies with the words limited liability company in their name (those LLCs are exempt from the LLC Publication Requirement under Sections 206 and 802 of the law), all other Domestic and Foreign LLCs are subject to the LLC Publication Requirement under New York State Limited Liability Company Law.
It’s important for business owners of both Domestic and Foreign LLCs (and their authorized agents or representatives) to keep this in mind and plan accordingly.
Many third parties that help with the formation of LLCs do not handle the LLC Publication Requirement so you may need to shop around. If you work with a business attorney, inquire with your attorney as they may handle this for their clients, have someone within the firm that handles this, or they may work with or refer you to a trusted external party.
While you can certainly take care of the LLC Publication Requirement yourself, working with an experienced party familiar with the process may save you time and frustration but be wary of those that may try to take advantage. Exercise due diligence! If it seems too good to be true, it probably is!
One final note, with processing delays at the NYS Department of State, consider paying the additional fee for expedited processing.
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