N.Y. Limited Liability Company Law § 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.