The following states have publication requirements.
New York - Nebraska - Arizona - Pennsylvania
Section 206 of the New York Limited Liability Company Law sets forth
a requirement that each New York LLC, LLP, LP or PLLC must publish
a detailed notice in two separate newspapers of the County in which
the LLC’s office is located. The notices must run once per
week for six weeks.
The notice must contain:
- Name of the LLC
- Date of Filing
- County where the principal LLC office is
located
- A statement that the New York Secretary of State has
been designated as agent of the LLC upon whom process may
be served and the post office address
of the LLC to which the Secretary may forward any process served
- Name
and address of the registered agent of the LLC and a statement
that the agent may be served with process
- Date of dissolution,
if any
- Character and purpose of the LLC.
The notice is required to be completed within 120 days of New York
filing and an affidavit of compliance is to be filed with the Secretary
of State along with a $50 filing fee. The detailed notice published
in two newspapers for six weeks can easily run $800 or more. We are
often asked what happens if the LLC simply fails to publish.
Section 206 provides that failure to publish prohibits the LLC from
bringing actions in the New York courts until the publishing requirement
has been satisfied. If an action must be brought in New York courts,
the publishing requirement must first be met.
Our New York counsel opines that the LLC is valid for all other
purposes and the LLC law expressly states that the failure to publish:
- shall not impair the validity of any contract or act of the limited
liability company … and shall not prevent the limited
liability company from defending any action or special proceeding
in this
state.
We have arrangements with publishers and we will be happy to assist
you if you elect to publish in accordance with the statutes. The
costs generally run $900.
If you do not publish you may wish to talk to qualified New York
counsel about any adverse consequences. (Consultation with your counsel
is a good idea in all your corporate endeavors.)
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Section 21-20, 189 of the Nebraska Business Corporation Act sets
forth a requirement that each Nebraska corporation must publish a
detailed notice in a newspaper of the County in which the company’s
office is located. The notices must run once per week for three weeks.
Proof of publication must be filed with the Nebraska Secretary of
State’s office.
Publication and notice requirements.
- Notice of incorporation, amendment, merger, or share exchange
of a domestic corporation subject to the Business
Corporation Act shall be published for three successive
weeks in some legal newspaper of general circulation in the county
where the corporation's principal office, or, if none in this state, its
registered office, is located. A
notice of incorporation shall show (a) the corporate name for
the corporation, (b) the number of shares the
corporation is authorized to issue, (c) the street address of
the corporation's initial registered office and
the name of its initial registered agent at that office,
and (d) the name and street address of each incorporator. A brief
resume of any amendment, merger, or share exchange
of the corporation shall be published in the same manner
and for the same period of time as a notice of incorporation
is required to be published.
- Notice of the
dissolution of a domestic corporation and the terms and conditions
of such dissolution and the names of the persons
who are to wind up and liquidate its business
and affairs and their official titles, with a statement of
assets and liabilities of the corporation, shall be published for three successive weeks in some
legal newspaper of
general circulation in the county where the corporation's principal
office, or, if none in this state, its registered office, is located.
- Proof of publication of any of the notices required to be published
under this section shall be filed in the office of
the Secretary of State. In the event any notice required to be given
pursuant to this section is not given, but is subsequently published
for the required time, and proof of the publication
thereof is filed in the office of the Secretary of State, the acts of such corporation prior to, as well as after, such publication
shall be valid.
No time period for the notice is set. Filing and an affidavit of
compliance is to be filed with the Secretary of State. No filing
fee is specified so the general $25 miscellaneous filing fee seems
to be required. There does not appear to be any separate penalty
for failing to publish.
If you fail to publish you may cure the failure at any time by simply
publishing as originally required. You may wish to talk to qualified
Nebraska counsel about any adverse consequences. (Consultation with
your counsel is a good idea in all your corporate endeavors.)
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Arizona law requires that, AFTER FILING THE ARTICLES OR APPLICATION,
THEY MUST BE PUBLISHED. Within sixty (60) days after filing with
the Commission, there must be published in a newspaper of general
circulation in the county of the known place of business in Arizona,
three (3) consecutive publications of a copy of your APPROVED Articles
of Incorporation or Application for Authority. Within ninety (90)
days after filing, an Affidavit evidencing the publication must be
filed with the Commission.
Going to this website will allow you to look up the various papers
you may publish with in your county:
http://www.cc.state.az.us/corp/filings/forms/newspubs.htm
Publication Requirements of Pennsylvania Companies
Publication of either the intent to file or the actual filing of
the application for certificate of authority must be made in two
newspapers of general circulation, one a legal journal, if possible.
Proofs of publication of such advertising should not be submitted
to the Department of State, but should be filed with the minutes
of the corporation.
Addresses for legal newspapers can be found on the internet at: http://www.dos.state.pa.us/corps/cwp/view.asp?a=1093&q=431224
For example, Chester County’s legal newspaper is
Chester County Law Reporter 15 W. Gay St. PO Box 3191 West Chester,
PA 19380 (610) 692-1889.
The cost for a standard advertisement
is $74.00, which includes a proof of publication.
Philadelphia County is The Legal Intelligencer 1617 JFK Blvd., Sts.
1750 Philadelphia, PA 19103 (215) 557-2300.
The cost for a standard
advertisement is $108.
No time period for the notice is set. There does not appear to
be any separate penalty for failing to publish.
If you fail to publish you may cure the failure at any time by simply
publishing as originally required. You may wish to talk to qualified
Pennsylvania counsel about any adverse consequences. (Consultation
with your counsel is a good idea in all your corporate endeavors.)
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Publication of either the intent to file or the actual filing of
the application for certificate of authority must be made in two
newspapers of general circulation, one a legal journal, if possible.
Proofs of publication of such advertising should not be submitted
to the Department of State, but should be filed with the minutes
of the corporation.
Addresses for legal newspapers can be found on the internet at:
http://www.dos.state.pa.us/corps/cwp/view.asp?a=1093&q=431224
For example:
Chester County’s legal newspaper is
Chester County Law Reporter 15 W. Gay St. PO Box 3191 West Chester,
PA 19380 (610) 692-1889.
The cost for a standard advertisement
is $74.00, which includes a proof of publication.
Philadelphia County is The Legal Intelligencer 1617 JFK Blvd., Sts.
1750 Philadelphia, PA 19103 (215) 557-2300.
The cost for a standard
advertisement is $108.
No time period for the notice is set. There does not appear to
be any separate penalty for failing to publish.
If you fail to publish you may cure the failure at any time by simply
publishing as originally required. You may wish to talk to qualified
Pennsylvania counsel about any adverse consequences. (Consultation
with your counsel is a good idea in all your corporate endeavors.)
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