Key Takeaways

  • Arizona requires most LLCs to publish a Notice of LLC Formation in a newspaper for three consecutive publications unless the statutory agent address is in Maricopa or Pima County.
  • LLCs must select a newspaper with general circulation in their county of the known business address.
  • The notice must be published within 60 days of formation.
  • An Affidavit of Publication is provided by the newspaper and should be retained for your records (Arizona does not require filing it with the Arizona Corporation Commission).
  • Failure to comply may lead to administrative issues but does not dissolve the LLC or affect liability protections.

LLC Publication Requirement

The LLC Publication requirement, which involves publishing a notice in a newspaper, varies from state to state. At the present time, only three states require this notice to be published — New York, Nebraska, and Arizona.

Arizona

The publication requirements in Arizona are as follows:

  • LLCs must publish, for three consecutive runs, a notice informing the public about their formation. This is usually done by publishing the ad in the paper three weeks in a row, every day.
  • The notice of publication will be sent to you by the Arizona Corporation Commission.
  • Fill out the notice and send it to a newspaper in your LLC's county where its business address is located.
  • The newspaper will send an Affidavit of Publication in the mail after the notice has run.
  • The Affidavit should then be sent to the AZCC, which will file it with your LLC record.

Arizona LLC Publication Deadlines and Exemptions

In Arizona, the requirement to publish a Notice of LLC Formation applies to most LLCs, but with key exceptions. If your LLC's statutory agent address is located in either Maricopa or Pima County, no publication is required because these counties maintain an online database for public notice. For LLCs in other counties, publication must occur within 60 days after the Articles of Organization are approved by the Arizona Corporation Commission (AZCC).

Additionally, Arizona allows foreign LLCs registering to do business in the state to satisfy this requirement, though they may need to confirm specific publication obligations based on their business address.

How to Choose an Arizona Newspaper for LLC Publication

The LLC publication must appear in a newspaper that meets these criteria:

  • Approved by the county where the LLC’s known place of business is located.
  • Classified as a newspaper of “general circulation.”
  • Published regularly and continuously.

Most counties provide a list of qualifying newspapers on their official websites. It is advisable to contact the newspaper directly to confirm pricing and availability. Prices can range from $30 to over $300 depending on the publication and length of your notice.

Example Arizona LLC Publication Notice Format

A typical Arizona LLC publication notice includes:

  • Name of the LLC.
  • Name and street address of the statutory agent.
  • Address of the principal place of business.
  • Management structure (whether managed by members or managers).
  • Names and addresses of managers or members (if applicable).
  • Duration of the LLC (if not perpetual).

Here’s a simplified example of a publication notice:

NOTICE OF LLC FORMATIONXYZ Ventures LLC has been organized under the laws of the State of Arizona. The address of the registered office is 123 Main Street, Tucson, AZ 85701. The statutory agent is Jane Doe. This LLC is member-managed. The duration of the LLC is perpetual.

Always verify the exact wording requirements with the newspaper or your attorney.

Nebraska

Nebraska LLCs publish a “Notice of Organization.”

  • The newspaper must be a publication with general circulation.
  • The newspaper must be near the designated address of your LLC, preferably in the same county.
  • The notice must be published for three weeks.
  • The newspaper will mail an Affidavit of Publication.
  • Send a copy of the Affidavit to the Nebraska Secretary of State.

New York

New York's publication requirements can be expensive but must be done regardless.

  • LLCs formed in New York must publish their formation notice in two different newspapers, which are approved by the county clerk where the LLC is located.
  • One of these newspapers must be published daily, and the other must be published weekly.
  • The notice must appear in the papers for six weeks in a row.
  • Each newspaper will send an Affidavit of Publication.
  • A Certificate of Publication, along with the Affidavit, must be filed with the Department of State. This also requires a filing fee of $50.

What To Say in the Ad

The notice run in the newspaper does not need to be wordy, but it must include several specific pieces of information. These include:

  • LLC's name.
  • The date of completed filing, given by the state.
  • The county in which the LLC is located.
  • The LLC's street address.
  • Date of dissolution, if the LLC has one.
  • The LLC's purpose.
  • Name of the LLC's registered agent.

There may be additional information required, which varies by state.

What If You Don't Publish?

Since New York has the most complicated and strictest publication requirements, it's helpful to consider what happens in that state.

If an LLC in New York fails to publish its notice, its authority to do business in New York will be suspended. This can affect current litigation, and also any existing contracts the business might have with other entities. This may prevent a court from enforcing a debtor to pay the business for such a contract, but in past litigation, the court has upheld the debtor's responsibility to pay regardless.

It's estimated that forming an LLC in New York City costs about three times as much as it does to form a corporation, due to the publication requirements. The main reason for this is that every LLC is required to publish a notice in the New York Law Journal, which charges a very expensive rate for such publication. Therefore, many LLCs do not publish notice until it's necessary, such as when a large business deal — or a pending lawsuit — depends on it. In that case, approval can be made retroactively. If a business is suspended for failure to publish, it can simply publish and fix the problem immediately.

Critics argue that the system in New York is broken and corrupt because the publications are designated by the Clerk — the LLC does not get to choose. These chosen publications profit from the legislation. Also, since there does not seem to be a serious punishment for failure to comply, LLC members are charged exorbitant amounts for publications which could be better spent investing in their business.

The most important thing to remember is that even without publication, an LLC does not lose the limited liability status, which is the usual reason for establishing this entity in the first place.

Consult your state agencies to find out the consequences of failing to publish in your own state.

Penalties and Consequences for Failing to Publish in Arizona

While Arizona does not automatically dissolve your LLC for failure to publish the formation notice, noncompliance may lead to administrative complications. The Arizona Corporation Commission may mark your business as "not in good standing," which can affect:

  • Your ability to secure financing.
  • Your eligibility to bring lawsuits in Arizona courts.
  • Contract enforceability in some cases.

To maintain compliance, ensure you meet the publication deadline and keep your Affidavit of Publication for your business records.

Frequently Asked Questions

  1. What is the LLC publication requirement in Arizona?
    Arizona requires most LLCs to publish a Notice of LLC Formation in an approved newspaper for three consecutive publications, except for businesses with a statutory agent in Maricopa or Pima County.
  2. How do I know if my Arizona LLC is exempt from publication?
    If your statutory agent’s address is located in Maricopa or Pima County, your LLC is exempt from the publication requirement.
  3. When does the publication need to occur?
    The notice must be published within 60 days after the Articles of Organization have been approved by the Arizona Corporation Commission.
  4. Do I need to file the Affidavit of Publication with the Arizona Corporation Commission?
    No. The Affidavit of Publication should be kept with your business records, but filing it with the AZCC is not required.
  5. How much does it cost to publish an LLC notice in Arizona?
    Publication costs vary depending on the newspaper and can range from $30 to $300 or more. Contact the local approved newspaper for an exact quote.

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