Most states do not require public notice when forming a limited liability company. However, a small number of states still mandate publication of a formation notice in newspapers after filing Articles of Organization.
As of current statutory requirements, the states that require LLC publication are:
- New York
- Arizona
- Nebraska
Each state has specific procedures, deadlines, and proof of publication rules.
New York LLC Publication Requirement
New York has one of the most detailed publication statutes under New York Limited Liability Company Law Section 206.
After forming an LLC with the New York Department of State, the company must:
- Publish a notice of formation in two newspapers
- Use newspapers designated by the county clerk where the LLC office is located
- Publish once per week for six consecutive weeks
- Obtain affidavits of publication from both newspapers
- File a Certificate of Publication with the Department of State
- Pay the required filing fee for the Certificate of Publication
Key timing rule:
- Publication must be completed within 120 days of formation
If the LLC fails to comply:
- The LLC’s authority to carry on business in New York is suspended
- Contracts remain valid
- Liability protection remains intact
- The LLC can restore authority by completing publication later
In practice, publication costs in counties like New York County and Kings County can be significant due to newspaper rates.
Arizona LLC Publication Requirement
Arizona requires publication under Arizona Revised Statutes Section 29 3201.
After approval of Articles of Organization, an LLC must:
- Publish a Notice of LLC Formation
- Use a newspaper of general circulation in the county of the known place of business
- Publish for three consecutive publications
Important distinction:
- If the LLC’s known place of business is in Maricopa County or Pima County, publication is not required because the Arizona Corporation Commission posts notices online
In counties other than Maricopa and Pima:
- Publication is mandatory
- The newspaper provides an affidavit of publication
- The affidavit is retained for records
- Filing proof with the state is not required unless specifically requested
Arizona’s rule depends on county location, which often creates confusion.
Nebraska LLC Publication Requirement
Nebraska requires publication under Nebraska Revised Statutes Section 21 193.
After filing the Certificate of Organization, an LLC must:
- Publish a notice of organization
- Use a newspaper of general circulation in the county of the designated office
- Publish once each week for three successive weeks
Proof requirements:
- An affidavit of publication must be filed with the Nebraska Secretary of State
- Filing must occur after publication is completed
Failure to comply may prevent the LLC from maintaining certain legal actions until corrected.
States That Do Not Require LLC Publication
The majority of states do not require newspaper publication for LLC formation.
For example:
- California does not require publication for LLCs
- Texas does not require publication
- Florida does not require publication
- Delaware does not require publication
- Illinois does not require publication
Some states previously required publication but have eliminated the rule for LLCs.
Always verify current statutes because legislative changes can occur.
Common Misunderstandings About LLC Publication
There are several recurring misunderstandings:
- Publication is not required in most states
- Delaware does not require LLC publication
- Publication is separate from registering a DBA
- Publication is not the same as filing Articles of Organization
- Publication does not replace state registration
Another frequent issue arises when forming in one state and operating in another. If you form in a state that requires publication but foreign qualify elsewhere, publication is only required in the formation state.
Cost Considerations
Publication costs vary widely depending on location and newspaper pricing.
Typical cost factors include:
- County of formation
- Newspaper circulation requirements
- Length of notice
- Number of required publications
In high cost counties in New York, publication can exceed one thousand dollars. In rural counties, costs may be significantly lower.
Arizona and Nebraska costs are generally lower than high population counties in New York.
Practical Guidance Before Filing
Before forming an LLC in a state with publication requirements, consider:
- Whether you actually operate in that state
- Whether forming in your home state avoids unnecessary publication costs
- Whether you plan to seek investors who require a specific formation state
- Whether you can complete publication within statutory deadlines
If you form in New York but primarily operate elsewhere, you may still need to complete New York publication even if you foreign qualify in another state.
References
- https://dos.ny.gov/limited-liability-companies
- https://www.nysenate.gov/legislation/laws/LLC/206
- https://www.azleg.gov/ars/29/03201.htm
- https://www.nebraskalegislature.gov/laws/statutes.php?statute=21-193
- https://corp.delaware.gov/llc/