New York LLC Publication Requirement

The requirement at a glance

The state fee row is what the state charges for the filing that follows publication. It is not what publishing costs. Where the newspaper charge reads that no rate is published, it means no official source states one. It does not mean the notice is free.

What suspension does and does not mean

Miss the 120 days and your authority to carry on business in New York is suspended the moment that period runs out. Nobody has to act to make it happen, and it lasts until you file proof of publication. That is the penalty, and it is real.

It is narrower than it is usually described. Five things are unaffected by the failure to publish and by the suspension:

• Your contracts stay valid.
• Other people keep their rights and remedies against you.
• They keep the right to sue you on those contracts.
• You keep the right to defend a lawsuit.
• No member, manager or agent becomes personally liable for the company's debts.

So your liability shield survives, your contracts survive, and suspension is not dissolution. Now look at what that list leaves out. It protects your right to defend a lawsuit and says nothing about your right to bring one. The real exposure of a suspended New York LLC is not losing limited liability. It is that your authority to do business is suspended, and your right to bring an action is not among the things the law protects. If you are thinking about suing, publish first, and take advice before you file.

This is the rule for companies formed under the current version of the law. An older LLC that met the rules in force when it formed does not have to publish again and is not exposed to suspension, and a company formed before 1999 counts as compliant whether or not an affidavit was ever filed.

In practice suspension surfaces when a bank, a landlord or a counterparty runs a check on your standing, rather than at the moment it takes effect.

The county clerk picks the newspapers, and that sets the price

You do not shop for the cheapest paper. You publish in two newspapers of the county where your office is, one weekly and one daily, and the county clerk decides which two. Because that choice is made county by county, the county in your articles is the biggest single driver of what publication costs you.

Only one newspaper in one county publishes a rate at all. A Monroe County clerk-designated weekly charges $1 per agate line for each week published plus $10 per affidavit. An agate line is one line of the small type legal notices are set in, so a notice of roughly 15 of them works out to about $100 for that paper over six weeks. The required daily publishes no rate, in Monroe County or any other, so even upstate there is no two-newspaper total to give you. Doubling the weekly's figure would be an assumption, not a price.

New York City cannot be priced at all. No county clerk-designated New York City newspaper publishes a rate card. The New York County Clerk's mandatory daily is the New York Law Journal, which quotes only on request. Schneps Media says the fee varies by the county you formed in, and county clerks say expressly that they do not set rates.

Three things are worth knowing before you place the notice. In a city of a million or more, the papers are designated as though the notice were a court notice. If a county clerk has designated no weekly or no daily, you are pointed to a neighbouring county. And publishing in a paper the clerk has not designated does not count, so paying the wrong paper buys you nothing. The widely repeated Manhattan figures of roughly $1,500 to $2,000 could not be traced to any official source, so we do not repeat them as a cost. Treat any New York City number you are quoted as that vendor's price.

One exemption exists, and it is easy to miss

A theatrical production company set up as an LLC is exempt from publication, both as a New York company and as an out-of-state one registering here, so long as the words “limited liability company” appear in its name. Most companies use the abbreviation instead, so check the exact form of your name before you rely on this. Almost nobody finds the exemption because it does not sit in the LLC law at all. It is in New York's Arts and Cultural Affairs Law, and the citation is in the sources below.

It is narrow. It turns on being a theatrical production company and on the form of your name, so confirm it with counsel before relying on it instead of publishing.

Out-of-state LLCs owe the same duty

A company formed in another state owes the same thing once it registers to do business in New York: 120 days from the day you file the form that registers you there, six weeks in two papers, one weekly and one daily. The consequence of missing it is the same, and so is the protection for your contracts.

So forming in Delaware or Wyoming does not avoid this. If you do business in New York you will register there, and the publication cost comes with it. That is the part usually left out when someone suggests forming elsewhere to dodge it.

Which county goes in your articles

The county that drives your cost is the county of the office named in your articles, and that is not the same as where you actually work. The law says this office need not be a place where the company conducts business, and it lists the office county and your principal business address as two separate items. They do not have to match.

Three real limits apply. If you keep more than one office in New York you have to name the county of your principal office, so a company genuinely run from Manhattan cannot pick a cheaper county. If the county of your office changes, you have ninety days to amend your articles. And what you are excused from is conducting business at that office, not having one: the county you name still has to be the county where your office is.

If your situation sits close to any of those three limits, that is a question for a New York lawyer rather than for this page.

Sources and legal references

These are the state laws and filing office documents behind this page. The statute numbers live here rather than in the text above, so you can check a claim without reading around citations. They are primary sources, not secondary summaries.

• N.Y. Limited Liability Company Law 206, publication
• N.Y. Limited Liability Company Law 802, foreign LLC publication
• N.Y. Limited Liability Company Law 102, definitions (office of the LLC)
• N.Y. Limited Liability Company Law 203, articles of organization
• N.Y. Limited Liability Company Law 211, amendments
• N.Y. Limited Liability Company Law 1203, professional service LLC publication
• N.Y. Arts and Cultural Affairs Law 23.03, theatrical production company exemption