LLC Publication Requirement: Everything You Need to Know
The LLC Publication requirement, which involves publishing a notice in a newspaper, varies from state to state.3 min read
4. New York
5. What To Say in the Ad
6. What If You Don't Publish?
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.
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.
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'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.
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