New York LLC: six weeks in two newspapers and the 120-day deadline

Forming an LLC in New York is quick: the Articles of Organization go to the Department of State, and if you file online, the state says confirmation arrives within minutes. What comes next is something none of the other major formation states require. New York insists that the new LLC appear in two newspapers for six weeks, and if you miss the deadline, you may no longer do business in New York until you catch up. This page explains the publication requirement in detail, along with New York's other quirks: the written Operating Agreement, the Secretary of State as agent for service of process, the Biennial Statement and the filing fee paid to the tax department. You can have your LLC formed through our New York LLC page.

1What New York does differently

The formation itself follows the usual pattern. The LLC comes into existence when the Articles of Organization are filed with the Division of Corporations of the New York Department of State in Albany, online or on paper. The state fee is $200. For an extra charge, the state works faster: $25 for 24 hours, $75 for same day and $150 for two hours.

Four things set New York apart from Delaware, Florida, Texas or Wyoming:

• publishing the formation in two newspapers within 120 days,
• the duty to adopt a written Operating Agreement within 90 days,
• the Secretary of State as statutory agent for service of process,
• a report to the registry only every two years, but an annual fee to the tax department once the LLC has New York income.

Under § 203(e), the members do not have to be named in the Articles of Organization; required items include the name, the county of the office and the designation of the Secretary of State as agent for service of process. The beneficial ownership reporting to the Department of State that New York has had since January 1, 2026 also applies, according to the state's description, to LLCs formed under the law of another jurisdiction and authorized in New York, not to an LLC formed in New York.

2The publication requirement under § 206

The requirement is set out in § 206 of the New York Limited Liability Company Law. Within 120 days after the initial Articles of Organization take effect, the LLC must publish either the text of its Articles or a notice of its formation, and file proof with the Department of State.

2.1Which newspapers

Publication runs in two newspapers in the county where the LLC's office named in the Articles is located. One must be a weekly, the other a daily, and the County Clerk designates both. Publishing in any other newspaper does not count. If the county has no designated newspaper, one from an adjoining county may be used.

2.2How often and what it says

The notice runs once a week for six consecutive weeks. It states the LLC's name, the date the Articles were filed, the county of its office, the address to which the Secretary of State forwards service of process, the Registered Agent if there is one, a fixed dissolution date if there is one, and the company's purpose. The Department of State points out that the details in the notice, especially the LLC's name, must match the Articles exactly. If something changes after the first notice, the LLC may complete the series it has started; after six notices it does not have to publish again.

2.3The proof

After the sixth week, each newspaper issues an Affidavit of Publication, a sworn statement from the publisher confirming the publication. The LLC files both with the Certificate of Publication at the Department of State. The fee is $50. Timing matters: not just the publication but also the proof must reach the state within the 120 days.

3What publication costs and why the county matters

The $50 to the state is the smaller part. The newspapers charge their own prices for six notices, and these vary considerably from county to county. Because the county in the Articles determines which newspapers qualify, what you enter at formation already decides the cost of publication. The county must be the one where the LLC's office is actually located.

For an LLC with a physical presence, meaning a real office, store or warehouse in New York, this is not a choice but a fact.

In practice, this means: plan the publication right after formation. Six weeks of notices, issuing the affidavits and filing all take time, and 120 days pass faster than it sounds when the EIN, bank account and lease are all in progress at the same time.

A process that reliably meets the deadline looks like this:

• At formation: enter the county of the office correctly in the Articles and set the address for service of process.
• In the first week after: ask the County Clerk for the two designated newspapers, draft the notice with the details from the Articles and book it with both newspapers.
• For six weeks: one notice per week in both newspapers.
• Afterwards: request the Affidavits of Publication from both publishers.
• Before the 120 days are up: file the Certificate of Publication with both affidavits and the fee at the Department of State, and keep the confirmation with the LLC's records.

4If the 120 days run out

If the proof is not with the Department of State after 120 days, § 206 suspends the LLC's right to do business in New York once the deadline passes. The Department calls this the suspension of its authority to carry on business.

The law limits the consequences. The LLC's contracts and acts remain valid, and members, managers and agents do not become personally liable for the company's debts for this reason alone. And the suspension can be cured: if the LLC later files proof that meets all requirements except the deadline, the suspension is lifted.

That is no reason to let it slide. An LLC that works in New York but may not do business there has a problem as soon as it needs something from the state or a partner asks about its status. If you have missed the deadline, complete the publication as soon as you can.

5If your LLC comes from another state

Publication does not only apply to LLCs formed in New York. An LLC from Delaware, Texas or another state that wants to do business in New York registers there under § 802 with an Application for Authority. The Department of State lists the fee as $250, and the application must include a Certificate of Existence from the home state that is no more than a year old.

Within 120 days of the application, this LLC also publishes under the same rules: two newspapers in the county of its office, one weekly and one daily, for six consecutive weeks, followed by the Certificate of Publication. So if you form in Delaware and work in New York, you cannot avoid the newspaper. When registration in a second state is required is explained on our Foreign Qualification page.

6Operating Agreement and service of process

New York requires a written Operating Agreement. According to the Department of State, the members must adopt it no later than 90 days after the Articles of Organization are filed. It is not filed; it is an internal document. What belongs in it, from profit distribution to rules on dissolution and conversion, is covered on our page Operating Agreement: what goes in it.

For service of process, the LLC names the Secretary of State in the Articles as its agent and gives an address to which he forwards service. A Registered Agent is possible but not required. The address still has to be reliable: if nobody reads the mail there, you may hear about a lawsuit too late. How Registered Agents and business addresses work in other states is explained under Registered Agent and business address.

7Ongoing obligations

Every two years, the LLC files a Biennial Statement with the Department of State, the first one due two years after the Articles were filed. The fee is $9.

On top of that comes an annual filing fee on Form IT-204-LL, paid to New York's tax authority, the Department of Taxation and Finance. A single-member LLC that is disregarded for tax purposes pays a flat $25 if it has income, gains, losses or deductions from New York sources during the year. For an LLC taxed as a partnership, the fee depends on its New York source gross income in the prior year and ranges from $25 to $4,500. It is due on the 15th day of the third month after the end of the tax year, and there is no extension.

On top of that come the taxes every company faces: the filings with the IRS, depending on how the LLC is classified, and New York taxes on the income that flows through the LLC to its members. Which taxes a state levies where your company does business is covered on our page State taxes. What the LLC costs in total each year, compared with other states, is explained under Annual cost of a US company.

8New York or another state

Nobody picks New York for its low fees. You pick it because that is where the business happens: the store, the office, the customers. Then the company belongs there too, and publication is just one obligation among several. If your business happens elsewhere, our page Choosing the right state compares the states by fees and obligations. For an overview of the corporation, LLC and limited partnership in New York, see our page Forming a company in New York.

In short

• A New York LLC is formed by filing Articles of Organization with the Department of State; the state fee is $200.
• Within 120 days, it must be published for six weeks in two newspapers in its county and file the Certificate of Publication, fee $50.
• If the deadline passes, its authority to do business in New York is suspended; contracts remain valid, and filing the proof late lifts the suspension.
• A written Operating Agreement is required within 90 days of formation, and the Biennial Statement every two years for $9.
• If the LLC has New York source income, it pays the annual filing fee to the state tax department, from $25 to $4,500.

How we help you

• Form an LLCThe US LLC with a permanent establishment, turnkey in six states.
• Company formation consultationEntity type, state and tax consequences, before you commit.
• LLC and LP Tax ReturnForm 1065 and K-1 for your LLC or LP.