Forming a company in New York takes a few minutes online. Being properly formed takes rather longer, and one requirement in particular catches almost every new LLC owner by surprise.
Here is what actually needs doing, what needs a notary, and the deadline that suspends your authority to do business if you miss it.
We come to your office across the five boroughs, evenings and weekends, or run a secure online session for signers in other states. See the business notary service →
The publication requirement nobody warns you about
Under section 206 of New York’s Limited Liability Company Law, every new LLC must publish notice of its formation once a week for six successive weeks in two newspapers of the county where the LLC’s office is located. One must be a daily and one a weekly, and both are designated by the county clerk. You do not get to choose them.
You then file a Certificate of Publication with the Department of State, with the affidavits of publication from both newspapers attached.
The deadline is 120 days from formation. If proof of publication is not filed in time, the LLC’s authority to carry on, conduct or transact business in the state is suspended.
In New York County the newspaper costs are famously high, which is why some owners locate the LLC office in a cheaper county. Whether that is appropriate for your business is a question for your attorney, not a trick to copy from the internet.
What the formation stack usually contains
Articles of organization for an LLC, or a certificate of incorporation for a corporation, filed with the Department of State.
An EIN from the IRS. A written operating agreement, which New York requires LLC members to adopt, or bylaws and an organizational consent for a corporation. See whether that needs notarizing.
Then the publication and certificate of publication for an LLC. Any industry licenses or permits. A business bank account. And, depending on the business, sales tax registration and workers compensation and disability coverage.
Ongoing, expect a biennial statement filing to keep the entity in good standing.
Where a notary actually comes in
Less often than people assume at formation, and more often afterward.
The state filings themselves generally do not require notarization. What does come up: bank account opening documents and authorizations, landlord requirements on a commercial lease and any personal guarantee, license and permit applications for certain industries, and affidavits required by agencies or counterparties.
And where any of it is going abroad, notarization is the first link in the apostille chain, which in New York also needs a county clerk certification. See how that works.
Registered agent and address
New York designates the Secretary of State as agent for service of process, and the address you provide is where those documents get forwarded. Keep it current, because service sent to a stale address still counts as served.
Many owners use a commercial registered agent rather than a home address, which also keeps a residential address off a public record. Either way, the point is that somebody reliably receives legal mail.
Foreign entities operating here
A company formed in another state that does business in New York generally has to register as a foreign entity rather than relying on its home state filing.
The publication requirement applies to foreign LLCs authorized to do business here as well, which surprises out of state owners who assumed New York was simply a market rather than a filing.
What we do
We notarize the documents in this process that need it, at your office anywhere in the five boroughs or online for founders in other states, and we handle apostilles where formation documents are going overseas.
We do not form companies, file with the Department of State, act as a registered agent, or advise on entity type, tax elections or which county to locate in. A New York notary is prohibited from giving legal advice, and entity choice has tax consequences that outlast the decision by years.
See our business notary service.
If you already missed the publication deadline
Common, and not usually fatal.
Suspension of the authority to do business is serious but it is generally curable by completing the publication and filing the certificate late. The company does not disappear, and in practice many LLCs discover the requirement only when a bank or a landlord asks.
What suspension can affect in the meantime is the ability to bring an action in New York courts, which is exactly the moment a business finds out. So if you are unsure whether yours was done, check now rather than when you need to enforce a contract.
How to fix it properly, and any consequences specific to your situation, is a question for an attorney rather than a form.
Keeping the entity in good standing
Formation is a day. Good standing is a habit.
File the biennial statement when it is due. Keep the address for service of process current. Adopt and update the operating agreement or bylaws. Document decisions with written consents rather than verbally. File and pay taxes on the entity’s own schedule. And keep company money in company accounts.
That last one matters more than the paperwork. The strongest argument against a business owner’s limited liability is usually not a missing filing; it is a personal account being used as a company account.
Before you sign anything as the company
Once the entity exists, every signature should be made in its name rather than yours, with your title on the page.
Get that habit right from the first lease, the first vendor agreement and the first bank form, because the exceptions people make early are the ones that surface later. See how to sign in a representative capacity.
Watch for official looking mail
New businesses in New York receive a great deal of mail designed to look like a government notice: certificates of status, compliance kits, labor law poster packages, and publication services, often priced far above the actual fee and sometimes for something you do not need at all.
Read who it is from. A genuine notice comes from the Department of State, the IRS or the city, and it will not be selling you a service. If a letter has a payment slip and a deadline that feels engineered, check the requirement independently before paying anything.
The publication requirement is real, and the people mailing you about it may still be charging several times what a designated newspaper would.
A sensible first ninety days
File the formation documents. Get the EIN. Adopt the operating agreement or bylaws in writing. Start publication immediately, because six weeks of it has to fit inside a 120 day window. Open the business bank account. Sort out any licenses, sales tax registration and insurance. File the certificate of publication as soon as both affidavits arrive.
Then set a calendar reminder for the biennial statement, because it arrives long after you have stopped thinking about filings.
Related reading
- Signing on behalf of a company: representative capacity
- Corporate resolutions and written consents
- Does an LLC operating agreement need to be notarized?
- Notarized documents banks ask businesses for
- Commercial leases and estoppel certificates
- Business and corporate notary service
This is general information, not legal, tax or business advice, and NotarEaseNYC is not a law firm. A New York notary cannot draft your documents, choose a form, or explain what a clause does. Entity, tax and compliance questions belong with your attorney or accountant.