§ 206 — Affidavits of publication

New York § 206

• Jurisdiction: New York
• Law LLC: Limited Liability Company Law
• Art. 2: Formation

Text

§ 206. Affidavits of publication. (a) Within one hundred twenty days\nafter the effectiveness of the initial articles of organization as\ndetermined pursuant to subdivision (d) of section two hundred three of\nthis article, a copy of the same or a notice containing the substance\nthereof shall be published once in each week for six successive weeks,\nin two newspapers of the county in which the office of the limited\nliability company is located, one newspaper to be printed weekly and one\nnewspaper to be printed daily, to be designated by the county clerk.\nWhen such county is located within a city with a population of one\nmillion or more, such designation shall be as though the copy or notice\nwere a notice or advertisement of judicial proceedings. Proof of the\npublication required by this subdivision, consisting of the certificate\nof publication of the limited liability company with the affidavits of\npublication of such newspapers annexed thereto, must be filed with the\ndepartment of state. Notwithstanding any other provision of law, if the\noffice of the limited liability company is located in a county wherein a\nweekly or daily newspaper of the county, or both, has not been so\ndesignated by the county clerk, then the publication herein required\nshall be made in a weekly or daily newspaper of any county, or both, as\nthe case may be, which is contiguous to, such county, provided that any\nsuch newspaper meets all the other requirements of this subdivision. A\ncopy or notice published in a newspaper other than the newspaper or\nnewspapers designated by the county clerk shall not be deemed to be one\nof the publications required by this subdivision. The notice shall\ninclude: (1) the name of the limited liability company; (2) the date of\nfiling of the articles of organization with the department of state and,\nif the date of formation is not the date of filing of the articles of\norganization, the date of the formation of the limited liability\ncompany; (3) the county within this state, in which the office of the\nlimited liability company is located; (3-a) the street address of the\nprincipal business location, if any; (4) a statement that the secretary\nof state has been designated as agent of the limited liability company\nupon whom process against it may be served and the post office address\nwithin or without this state to which the secretary of state shall mail\na copy of any process against it served upon him or her; (5) if the\nlimited liability company is to have a registered agent, his or her name\nand address within this state and a statement that the registered agent\nis to be the agent of the limited liability company upon whom process\nagainst it may be served; (6) if the limited liability company is to\nhave a specific date of dissolution in addition to the events of\ndissolution set forth in section seven hundred one of this chapter, the\nlatest date upon which the limited liability company is to dissolve; and\n(7) the character or purpose of the business of such limited liability\ncompany. Where, at any time after completion of the first of the six\nweekly publications required by this subdivision and prior to the\ncompletion of the sixth such weekly publication, there is a change in\nany of the information contained in the copy or notice as published, the\nlimited liability company may complete the remaining publications of the\noriginal copy or notice, and the limited liability company shall not be\nrequired to publish any further or amended copy or notice. Where, at any\ntime after completion of the six weekly publications required by this\nsubdivision, there is a change to any of the information contained in\nthe copy or notice as published, no further or amended publication or\nrepublication shall be required to be made. If within one hundred twenty\ndays after its formation, proof of such publication, consisting of the\ncertificate of publication of the limited liability company with the\naffidavits of publication of the newspapers annexed thereto has not been\nfiled with the department of state, the authority of such limited\nliability company to carry on, conduct or transact any business in this\nstate shall be suspended, effective as of the expiration of such one\nhundred twenty day period. The failure of a limited liability company to\ncause such copy or notice to be published and such certificate of\npublication and affidavits of publication to be filed with the\ndepartment of state within such one hundred twenty day period or the\nsuspension of such limited liability company's authority to carry on,\nconduct or transact business in this state pursuant to this subdivision\nshall not limit or impair the validity of any contract or act of such\nlimited liability company, or any right or remedy of any other party\nunder or by virtue of any contract, act or omission of such limited\nliability company, or the right of any other party to maintain any\naction or special proceeding on any such contract, act or omission, or\nright of such limited liability company to defend any action or special\nproceeding in this state, or result in any member, manager or agent of\nsuch limited liability company becoming liable for the contractual\nobligations or other liabilities of the limited liability company. If,\nat any time following the suspension of a limited liability company's\nauthority to carry on, conduct or transact business in this state\npursuant to this subdivision, such limited liability company shall cause\nproof of publication in substantial compliance with the provisions\n(other than the one hundred twenty day period) of this subdivision,\nconsisting of the certificate of publication of the limited liability\ncompany with the affidavits of publication of the newspapers annexed\nthereto, to be filed with the department of state, such suspension of\nsuch limited liability company's authority to carry on, conduct or\ntransact business shall be annulled.\n (b)(1) A limited liability company which was formed prior to the\neffective date of this subdivision and which complied with the\npublication and filing requirements of this section as in effect prior\nto such effective date shall not be required to make any publication or\nrepublication or any filing under subdivision (a) of this section, and\nshall not be subject to suspension pursuant to this section.\n (2) Within twelve months after the effective date of this subdivision,\na limited liability company, which was formed prior to such effective\ndate, and which did not comply with the publication and filing\nrequirements of this section as in effect prior to such effective date,\nshall publish a copy of its articles of organization or a notice\ncontaining the substance thereof in the manner required (other than the\none hundred twenty day period) by this section as in effect prior to\nsuch effective date and file proof of such publication, consisting of\nthe certificate of publication of the limited liability company with the\naffidavits of publication of the newspapers annexed thereto, with the\ndepartment of state.\n (3) If a limited liability company that is subject to the provisions\nof paragraph two of this subdivision fails to file the required proof of\npublication with the department of state within twelve months after the\neffective date of this subdivision, its authority to carry on, conduct\nor transact any business in this state shall be suspended, effective as\nof the expiration of such twelve month period.\n (4) The failure of a limited liability company that is subject to the\nprovisions of paragraph two of this subdivision to fully comply with the\nprovisions of said paragraph two or the suspension of such limited\nliability company's authority to carry on, conduct or transact any\nbusiness in this state pursuant to paragraph three of this subdivision\nshall not impair or limit the validity of any contract or act of such\nlimited liability company, or any right or remedy of any other party\nunder or by virtue of any contract, act or omission of such limited\nliability company, or the right of any other party to maintain any\naction or special proceeding on any such contract, act or omission, or\nright of such limited liability company to defend any action or special\nproceeding in this state, or result in any member, manager or agent of\nsuch limited liability company becoming liable for the contractual\nobligations or other liabilities of the limited liability company.\n (5) If, at any time following the suspension of a limited liability\ncompany's authority to carry on, conduct or transact business in this\nstate, pursuant to paragraph three of this subdivision, such limited\nliability company shall cause proof of publication in substantial\ncompliance with the provisions (other than the one hundred twenty day\nperiod) of subdivision (a) of this section, consisting of the\ncertificate of publication of the limited liability company with the\naffidavits of publication of the newspapers annexed thereto, to be filed\nwith the department of state, such suspension of such limited liability\ncompany's authority to carry on, conduct or transact business shall be\nannulled.\n (6) For the purposes of this subdivision, a limited liability company\nwhich was formed prior to the effective date of this subdivision shall\nbe deemed to have complied with the publication and filing requirements\nof this section as in effect prior to such effective date if (i) the\nlimited liability company was formed on or after January first, nineteen\nhundred ninety-nine and prior to such effective date and the limited\nliability company filed at least one affidavit of the printer or\npublisher of a newspaper with the department of state at any time prior\nto such effective date, or (ii) the limited liability company was formed\nprior to January first, nineteen hundred ninety-nine, without regard to\nwhether the limited liability company did or did not file any affidavit\nof the printer or publisher of a newspaper with the secretary of state.\n (c) The information in a notice published pursuant to this section\nshall be presumed to be in compliance with and satisfaction of the\nrequirements of this section.\n