2023 New York Laws › LLC - Limited Liability Company Law › Article 2 - Formation › 206 - Affidavits of Publication.

§  206.  Affidavits of publication. (a) Within one hundred twenty days
after the effectiveness of  the  initial  articles  of  organization  as
determined  pursuant  to subdivision (d) of section two hundred three of
this article, a copy of the same or a notice  containing  the  substance
thereof  shall  be published once in each week for six successive weeks,
in two newspapers of the county in  which  the  office  of  the  limited
liability company is located, one newspaper to be printed weekly and one
newspaper  to  be  printed  daily, to be designated by the county clerk.
When such county is located within a  city  with  a  population  of  one
million  or more, such designation shall be as though the copy or notice
were a notice or advertisement of judicial  proceedings.  Proof  of  the
publication  required by this subdivision, consisting of the certificate
of publication of the limited liability company with the  affidavits  of
publication  of  such newspapers annexed thereto, must be filed with the
department of state. Notwithstanding any other provision of law, if  the
office of the limited liability company is located in a county wherein a
weekly  or  daily  newspaper  of  the  county,  or both, has not been so
designated by the county clerk, then  the  publication  herein  required
shall  be made in a weekly or daily newspaper of any county, or both, as
the case may be, which is contiguous to, such county, provided that  any
such  newspaper  meets all the other requirements of this subdivision. A
copy or notice published in a newspaper  other  than  the  newspaper  or
newspapers  designated by the county clerk shall not be deemed to be one
of the publications required  by  this  subdivision.  The  notice  shall
include:  (1) the name of the limited liability company; (2) the date of
filing of the articles of organization with the department of state and,
if the date of formation is not the date of filing of  the  articles  of
organization,  the  date  of  the  formation  of  the  limited liability
company; (3) the county within this state, in which the  office  of  the
limited  liability  company  is located; (3-a) the street address of the
principal business location, if any; (4) a statement that the  secretary
of  state  has been designated as agent of the limited liability company
upon whom process against it may be served and the post  office  address
within  or without this state to which the secretary of state shall mail
a copy of any process against it served upon him  or  her;  (5)  if  the
limited liability company is to have a registered agent, his or her name
and  address within this state and a statement that the registered agent
is to be the agent of the limited liability company  upon  whom  process
against  it  may  be  served; (6) if the limited liability company is to
have a specific date  of  dissolution  in  addition  to  the  events  of
dissolution  set forth in section seven hundred one of this chapter, the
latest date upon which the limited liability company is to dissolve; and
(7) the character or purpose of the business of such  limited  liability
company.  Where,  at  any  time after completion of the first of the six
weekly publications required  by  this  subdivision  and  prior  to  the
completion  of  the  sixth such weekly publication, there is a change in
any of the information contained in the copy or notice as published, the
limited liability company may complete the remaining publications of the
original copy or notice, and the limited liability company shall not  be
required to publish any further or amended copy or notice. Where, at any
time  after  completion  of the six weekly publications required by this
subdivision, there is a change to any of the  information  contained  in
the  copy  or  notice as published, no further or amended publication or
republication shall be required to be made. If within one hundred twenty
days after its formation, proof of such publication, consisting  of  the
certificate  of  publication  of  the limited liability company with the
affidavits of publication of the newspapers annexed thereto has not been
filed with the department  of  state,  the  authority  of  such  limited

liability  company to carry on, conduct or transact any business in this
state shall be suspended, effective as of the  expiration  of  such  one
hundred twenty day period. The failure of a limited liability company to
cause  such  copy  or  notice  to  be  published and such certificate of
publication  and  affidavits  of  publication  to  be  filed  with   the
department  of  state  within  such one hundred twenty day period or the
suspension of such limited liability company's authority  to  carry  on,
conduct  or transact business in this state pursuant to this subdivision
shall not limit or impair the validity of any contract or  act  of  such
limited  liability  company,  or  any right or remedy of any other party
under or by virtue of any contract, act  or  omission  of  such  limited
liability  company,  or  the  right  of  any other party to maintain any
action or special proceeding on any such contract, act or  omission,  or
right  of such limited liability company to defend any action or special
proceeding in this state, or result in any member, manager or  agent  of
such  limited  liability  company  becoming  liable  for the contractual
obligations or other liabilities of the limited liability  company.  If,
at  any  time  following the suspension of a limited liability company's
authority to carry on,  conduct  or  transact  business  in  this  state
pursuant to this subdivision, such limited liability company shall cause
proof  of  publication  in  substantial  compliance  with the provisions
(other than the one hundred twenty  day  period)  of  this  subdivision,
consisting  of  the  certificate of publication of the limited liability
company with the affidavits of publication  of  the  newspapers  annexed
thereto,  to  be  filed with the department of state, such suspension of
such limited liability company's  authority  to  carry  on,  conduct  or
transact business shall be annulled.
(b)(1)  A  limited  liability  company  which  was formed prior to the
effective  date  of  this  subdivision  and  which  complied  with   the
publication  and  filing requirements of this section as in effect prior
to such effective date shall not be required to make any publication  or
republication  or  any filing under subdivision (a) of this section, and
shall not be subject to suspension pursuant to this section.
(2) Within twelve months after the effective date of this subdivision,
a limited liability company, which was formed prior  to  such  effective
date,  and  which  did  not  comply  with  the  publication  and  filing
requirements of this section as in effect prior to such effective  date,
shall  publish  a  copy  of  its  articles  of  organization or a notice
containing the substance thereof in the manner required (other than  the
one  hundred  twenty  day  period) by this section as in effect prior to
such effective date and file proof of such  publication,  consisting  of
the certificate of publication of the limited liability company with the
affidavits  of  publication  of the newspapers annexed thereto, with the
department of state.
(3) If a limited liability company that is subject to  the  provisions
of paragraph two of this subdivision fails to file the required proof of
publication  with the department of state within twelve months after the
effective date of this subdivision, its authority to carry  on,  conduct
or  transact any business in this state shall be suspended, effective as
of the expiration of such twelve month period.
(4) The failure of a limited liability company that is subject to  the
provisions of paragraph two of this subdivision to fully comply with the
provisions  of  said  paragraph  two  or  the suspension of such limited
liability company's authority to  carry  on,  conduct  or  transact  any
business  in  this state pursuant to paragraph three of this subdivision
shall not impair or limit the validity of any contract or  act  of  such
limited  liability  company,  or  any right or remedy of any other party
under or by virtue of any contract, act  or  omission  of  such  limited

liability  company,  or  the  right  of  any other party to maintain any
action or special proceeding on any such contract, act or  omission,  or
right  of such limited liability company to defend any action or special
proceeding  in  this state, or result in any member, manager or agent of
such limited liability  company  becoming  liable  for  the  contractual
obligations or other liabilities of the limited liability company.
(5)  If,  at  any time following the suspension of a limited liability
company's authority to carry on, conduct or transact  business  in  this
state,  pursuant  to  paragraph  three of this subdivision, such limited
liability company  shall  cause  proof  of  publication  in  substantial
compliance  with  the  provisions (other than the one hundred twenty day
period)  of  subdivision  (a)  of  this  section,  consisting   of   the
certificate  of  publication  of  the limited liability company with the
affidavits of publication of the newspapers annexed thereto, to be filed
with the department of state, such suspension of such limited  liability
company's  authority  to carry on, conduct or transact business shall be
annulled.
(6) For the purposes of this subdivision, a limited liability  company
which  was  formed prior to the effective date of this subdivision shall
be deemed to have complied with the publication and filing  requirements
of  this  section  as  in effect prior to such effective date if (i) the
limited liability company was formed on or after January first, nineteen
hundred ninety-nine and prior to such effective  date  and  the  limited
liability  company  filed  at  least  one  affidavit  of  the printer or
publisher of a newspaper with the department of state at any time  prior
to such effective date, or (ii) the limited liability company was formed
prior  to January first, nineteen hundred ninety-nine, without regard to
whether the limited liability company did or did not file any  affidavit
of the printer or publisher of a newspaper with the secretary of state.
(c)  The  information  in  a notice published pursuant to this section
shall be presumed to be in  compliance  with  and  satisfaction  of  the
requirements of this section.