2012 New York Consolidated Laws
LLC - Limited Liability Company Law
Article 2 - (201 - 214) 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.