Submitted by UCS on January 16, 2015

Responsibility to Accurately Publish Limited Liability Companies and Partnerships in New York State

Recently, there has been a great deal of discussion and inquiry regarding the New York publication requirement.  Specifically for a New York LLC. The question is: Do you publish in the county where the entity is located or in a county other than the county in which the entity is located?

Alternative county location for publishing is being discussed as an option to lower the publishing costs from an estimated $2000.00 in New York County to perhaps in a more remote county within New York State, at a cost of $700.  Big difference but can you do it?  Please read the excerpt from the Department of State website with regards to publishing.

What are the publication requirements of the Limited Liability Company Law and Partnership Law? (As posted on the NY DOS website http://www.dos.ny.gov/corps/llcfaq.asp#pubreq) 

The Limited Liability Company Law and Partnership Law include provisions regarding the publication required upon the formation or authorization of domestic and foreign limited liability companies, limited partnerships and limited liability partnerships (hereinafter referred to as “limited liability entities”). The applicable statutory provisions should be consulted prior to publishing.

A limited liability company that is a theatrical production company is exempt from the publication requirements provided the words “limited liability company” appears in its name. Also, a limited partnership that is a theatrical production company is exempt from the publication requirements provided the words “limited partnership” appears in its name. See Section 23.03 of the Arts and Cultural Affairs Law.

Publication must be done once a week for six successive weeks in two newspapers in the county in which the office of the limited liability entity is located. One newspaper must be “printed daily” and the other “printed weekly.” The newspapers must be designated by the county clerk.

The printer or publisher of each newspaper will provide you with an Affidavit of Publication.  A Certificate of Publication, with the Affidavits of Publication annexed thereto, must be filed with the:

Department of State, Division of Corporations, One Commerce Plaza, 99 Washington Avenue, Suite 600, Albany, NY 12231

The fee for filing the Certificate of Publication is $50. The Certificate of Publication forms are available on the Department of State’s website.

Limited liability entities that are formed or authorized to do business in New York after June 1, 2006, which fail to comply with the publication requirements within 120 days after their formation or qualification will have their authority to carry on, conduct or transact any business suspended.

Note that at any time following the suspension of a limited liability entity’s authority to carry on, conduct or transact business, the limited liability entity may file the certificate of publication with the affidavits of publication of the newspapers annexed thereto, at which time the suspension of such limited liability entity’s authority to carry on, conduct or transact business shall be annulled.

Many of our Client Service Representatives field questions with regards to publishing. Here are some common questions and errors they have come across:

• Nassau or Suffolk county publications routinely take place in newspapers serving the wrong town. Section 206 of the New York State Limited Liability Company Law requires that within 120 days after the effectiveness of the initial articles of organization, a limited liability company (LLC) must publish in two newspapers a copy of the articles of organization or a notice related to the formation of the LLC. The newspapers must be designated by the county clerk of the county in which the office of the LLC is located.  Yet, every week, Nassau and Suffolk County notices are being published in unsuitable newspapers.

• Bronx, Kings and Queens County publications are often done in the wrong newspapers because a legal designation was never obtained from the County Clerk.

• There are templates and minimum lines of information required by statute with regards to the publication text. Shortcuts or omissions should not be suggested in an effort to contain costs.  The requirements are the requirements and should be followed.

Despite the fact that many of these errors go undetected by the Secretary of State, we recognize that our clients have a duty to their client to ensure compliance with the law.  United Corporate Services, Inc is committed to publishing per state statute and in full compliance of the statute.

Keep in mind that the affidavits of publication are officially recorded with the Secretary of State and, as public records, are open to later inspection by any interested party.  Please entrust your legal notice publication to a firm that has been placing legal notices for over 40 years.

Please contact UCS at info@unitedcorporate.com or (800) 899-8648 to speak with a CSR regarding any questions or comments you have regarding this matter.