Key Takeaways

  • The Certificate of Publication proves that your New York LLC has met the state’s newspaper publication requirement within 120 days of formation.
  • You must publish in two newspapers—one daily and one weekly—assigned by the county clerk where your LLC is located.
  • Noncompliance can result in suspension of the LLC’s authority to do business and loss of access to legal remedies.
  • Even if suspended, LLCs can restore their good standing by completing the publication requirement.
  • Foreign LLCs must also fulfill the same publication steps after filing the Application for Authority.

Certificate of Publication NY

A Certificate of Publication in NY is proof to the state that your LLC has met the Newspaper Publication Requirement to maintain authorization to do business in New York. 

What is the Newspaper Publication Requirement?

After you have registered your limited liability company with the New York Department of State in person, mail, fax, or online, the next step is to formally publish a notice of the LLC's formation. According to New York Limited Liability Company Law, an LLC has 120 days to post a copy of the Articles of Organization in two different newspapers. 

If the LLC is foreign, the publication must still occur within the same amount of time following the effectiveness of the Application for Authority. The chosen newspapers have to get assigned by the county clerk of whichever county the Articles state as the location of the LLC. 

What Happens After You Publish?

You will receive an affidavit from the newspaper publishers after the first print. You need to have the two designated papers re-publish the Articles for six weeks consecutively. At the end of the six weeks, that is when you will request that your Certificate of Publication get filed with the New York Secretary of State.  

Each newspaper must publish with a different frequency: 

  • daily
  • weekly

It will take the state seven business days, including the time it takes for postal delivery, for the Certificate of Publication to be processed. If your LLC fails to publish as required, it could forfeit its right to do business in New York State. You will be unable to sue anyone within the New York judicial system, and you will not receive a "good standing certificate" from the Department of State.

However, if your LLC should get suspended, you are still able to publish at any time to fix the situation. Some people or businesses may be difficult to work with if you cannot provide proof of your publication. 

Consequences of Not Meeting the Publication Requirement

Failing to meet the publication requirement within 120 days does not immediately dissolve the LLC but does result in suspension of its authority to carry on business in New York. While the LLC still exists legally, its ability to enforce contracts or initiate lawsuits in state courts is blocked. Additionally, financial institutions, vendors, and other partners may request a Certificate of Publication before entering into agreements with your LLC.

The good news is that the suspension is not permanent. Your LLC can restore its standing by completing the publication process and filing the required documents with the Department of State. Once filed and accepted, the LLC regains full legal rights and benefits.

How to Publish to Receive Your Certificate of Publication NY

Follow these steps to be published and obtain proof from the Department of State:

  1. Contact the county clerk's office of the same county you listed in the Articles of Organization or Certificate of Authority to request the two names of the publication in which your LLC will need to get published. You need to present the county clerk with a filing receipt, which has a white and blue watermark.
  2. Next, contact the two publications. You want to ask for a price quote and proof of how the text will look. They will email you to fulfill your request. Incidentally, if you get told to publish in the New York Law Journal, you can draft a proof and create a quote request directly on their website.
  3. Once received, look at the proofs and confirm that everything is correct. Let the publishers know that you approve. Then you will be told the specific date that the publication will run.
  4. Following the sixth week, both publishers will provide you with affidavits of the publication. In addition to these, the newspapers will also include snippets, which are copies of the actual ad that you placed. Mail the copies of the affidavits and ads to the New York Secretary of State. Also attach your Certificate of Publication, which needs your signature. You must send the filing fee of $50 as a check or money order, made payable to "Department of State."

        A template for certificate of publication is available for download online

        Mail to:

        Department of State         

        Division of Corporations         

        One Commerce Plaza         

        99 Washington Avenue, Suite 600         

         Albany, NY 12231 

       5. Receiving the "filed" Certificate of Publication finalizes the entire process. 

Tips to Simplify the Publication Process

To reduce the burden of navigating publication logistics on your own, consider the following tips:

  • Use a filing service: Some businesses use legal service companies to manage the publication process and submit affidavits to the state on their behalf. This can help avoid delays or errors.
  • Check the publication schedule: Not all newspapers run legal notices daily. Confirm the start date and weekly run schedule to ensure you meet the six-week timeframe.
  • Retain copies: Always keep copies of the affidavits and newspaper clippings for your business records, even after filing with the state.
  • Verify address accuracy: The address listed in your Articles must match the business location submitted to the county clerk. Inconsistencies can delay the process.
  • Avoid delays in filing: Do not wait until the sixth week ends to prepare your submission. Have all materials ready in advance so you can file promptly.

What to Include in the Publication Notice

The New York LLC law, Section 206, outlines what you should have printed:

  • LLC full name
  • Date of effectiveness for when the company got formed or qualified and filed
  • Principal business location with a physical street address, if applicable
  • A statement that the New York Secretary of State is the official agent for service of process
  • New York Registered Agent, as named for service of process
  • Purpose of the business

Special Requirements for Foreign LLCs

Foreign LLCs (those formed outside New York but authorized to operate within the state) must also comply with the publication requirement. The 120-day window begins upon the effective date of their Application for Authority. These LLCs must still publish in newspapers designated by the county clerk where their registered office is located, not the location of their original formation. The content of the notice must reflect their foreign status and include similar statutory disclosures as domestic LLCs.

Frequently Asked Questions

1. What happens if I miss the 120-day deadline for publishing? 

Your LLC’s authority to do business in New York may be suspended, meaning you can’t sue in court or obtain a Certificate of Good Standing. However, you can complete the process late and reinstate your status.

2. How much does the publication process cost?

Costs vary by county and the specific newspapers assigned. Publication fees can range from $300 to over $1,000 depending on location and publication rates.

3. Can I choose the newspapers myself?

No. The newspapers must be assigned by the county clerk in the county listed in your Articles of Organization or Application for Authority.

4. Is there a way to avoid the publication requirement?

Not for standard New York LLCs. However, corporations and certain other entities may have different or no publication obligations. Legal consultation may be helpful.

5. Do I need to submit the publication affidavits separately?

Yes. You must collect affidavits from both newspapers and submit them along with the Certificate of Publication form and a $50 filing fee to the Department of State.

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