|
|
New York Limited Liability Companies - 2006 Amendments
Chapter 767, Laws of New York, 2006
For more information please call 800 999-0850 or email slb@blumb.com regarding
newspaper publication.
Statutory publication requirements in New York for
domestic and foreign LLC's, PLLC's and LP's have changed, effective June
1, 2006. Among the changes are the following:
- The published notice must now include the street address of the principal
business location of the limited liability company.
- In New York City, the designation of the publication shall be as
though the copy or notice were a notice or advertisement of judicial
proceedings.
- If the office of the entity is located in a county where a weekly
or daily newspaper of the county has not been designated by the county
clerk, then the publication shall be made in a newspaper of any contiguous
county.
- There will be a Certificate of Publication from the entity as well
as an Affidavit of Publication from the publisher.
- If an entity does not file within 120 days it will be "suspended."
- If it files after it has been suspended, the suspension will be "annulled." This
is not defined in the statute. Common meaning suggests that the suspension
is lifted back to the date of the suspension
- Entities filed between January 1, 1999 and June 1, 2006, who have
not filed the previously required publication documents will have until
May 31, 2007, to file under the new requirements. If they do not file,
they will be suspended.
- Entities filed prior to June 1, 2006 who have filed at least one
affidavit of publication under the old law need not do anything further.
Entities organized prior to January 1, 1999 and who have not advertised,
are not required to advertise.
Recommendations
Good Standing Certificates ordered on suspended LLC’s will
only show the Articles of Organization, with no Certificate of Publication.
The astute lawyer or banker will note this and understand that the LLC
has been suspended. Accordingly other parties, their lawyers and banks
may well not accept that the entity is in the good standing required
for various business transactions. They will insist that the LLC publishes
as required by the statute and get the suspension annulled. This will
take valuable time and may cost the deal. Further, suspended entities
cannot bring an action in the courts of the state of New York. This can
become a serious problem if the entity is coming close to the end of
a Statute of Limitations period.
Accordingly, always observe the publication requirements for new limited
liability companies.
LLC's organized after January 1, 1999, but before June 1, 2006, should
observe the new publication requirements prior to December 1, 2007.
|