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Editorial 9 MIN READ

Publication states in 2021: three left, and only one still hurts

Two and a half years after the last review, Pennsylvania is off the list for good and the newspaper bill is still a New York City story

The Editors
Staff, Incorporator.org
9 min read Updated
Contents 7 sections
  1. Why this list keeps getting shorter
  2. New York: § 206, six weeks, two papers, and a county clerk's list
  3. Arizona: § 29-635, three issues, and the two counties that opt out
  4. Nebraska: § 21-193, three successive weeks, no carveouts
  5. What it actually costs, in one table
  6. The rule of thumb
  7. Sources

hree states still make a new LLC pay a newspaper before the formation is complete. The list has been shrinking for a decade, and in the thirty months since our last publication-state review nothing has moved except the reform bills that did not pass. If you are registering in a publication state in early 2021, the statute you care about is almost certainly New York LLC Law § 206; if you are not in New York, the bill is a rounding error on a rounding error.

This is an update, not a re-statement. The shape of the rule is the same. The numbers on the ground have shifted a little, and the reform posture has shifted not at all.

Why this list keeps getting shorter

Publication requirements belong to a pre-internet theory of public notice. The idea was that the community a business will do business in deserves to know it exists, and the community could be reached through the newspaper of record. That theory held up until roughly the 1990s and has been collapsing ever since. State after state has quietly moved the notice function to the Secretary of State's own website, where it costs the public nothing and the filer nothing.

What remains is a small cluster of states where the local newspaper industry has the legislative access to keep the rule alive. This is not an editorial characterization; it is the legislative history. Every serious repeal bill in New York, Arizona, and Nebraska in the last decade has died in a committee whose members hear from newspaper publishers before they hear from LLC founders, and the pattern is not subtle.

Pennsylvania is the state that shows what the exit looks like. Act 170 of 2016, signed November 21, 2016 and effective February 21, 2017, rewrote Title 15 of the Pennsylvania Consolidated Statutes and in the process stripped the newspaper requirement out of the LLC chapter. A Pennsylvania LLC formed after February 2017 has no publication bill. A Pennsylvania business corporation still does, under 15 Pa.C.S. § 1307, because Act 170 did not touch the corporate side of the code. For anyone reading a pre-2017 guide or a forum post older than that, Pennsylvania looks like it belongs on the list. It does not, and has not since the Wolf administration signed the bill.

That leaves New York, Arizona, and Nebraska. The rest of the country is clean.

New York: § 206, six weeks, two papers, and a county clerk's list

The New York rule lives at Limited Liability Company Law § 206. Within 120 days after the Articles of Organization are filed with the Department of State, the LLC must publish a notice of formation in two newspapers in the county of the registered office, one a daily and one a weekly, for six consecutive weeks. The county clerk designates which papers qualify. After the six weeks, the LLC files a Certificate of Publication with the Department of State, pays a $50 filing fee, and attaches the affidavits of publication from each newspaper.

The mechanics have not changed since the 1994 LLC Act. What has changed is how plainly the cost separates New York City from the rest of the state. In most upstate counties, the designated papers are small legal weeklies that price a formation notice in the low hundreds; a Broome County or Tompkins County LLC can clear the whole publication obligation for roughly $200 to $500, all in. In the five New York City counties, the designated dailies are the New York Times, the Wall Street Journal, the New York Post, and the Daily News, rotated through the clerks' lists in various combinations, and the combined bill for a Manhattan LLC typically runs $1,200 to $2,000 depending on which paper the clerk assigns. The arithmetic is unchanged from our 2018 review of the rule; the Certificate of Publication fee is still $50 and the newspapers are still the line item that dwarfs it.

The reform track is also unchanged. Assembly Bill A1514 and its Senate companion S2375, filed in January 2019 to repeal § 206, died in the Assembly Judiciary Committee and the Senate Corporations, Authorities, and Commissions Committee at the end of the 2019-2020 session. Neither made it to a floor vote. Identical bills have been filed each session since 2013 and have produced the same result each time. The 2021-2022 session is in its first months, and nothing in the early docket suggests a different outcome.

The noncompliance posture has not changed either. Failing to publish does not dissolve the LLC. Under § 206(a), the penalty is suspension of the LLC's authority to carry on, conduct, or transact business in New York, which in operational terms means the LLC cannot maintain an action or special proceeding in a New York court until it cures. A meaningful share of New York City LLCs never publish at all and only cure when a lawsuit or a title company forces it. This is not advice. It is an observation about how the market actually treats the statute, which is worth knowing if you are forming in Manhattan and deciding whether to write a check to the Post in week three.

Arizona: § 29-635, three issues, and the two counties that opt out

Arizona's version is Arizona Revised Statutes § 29-635. Within 60 days after the Arizona Corporation Commission approves the Articles of Organization, the LLC must publish a notice of formation in a newspaper of general circulation in the county of the statutory agent's street address, in three consecutive publications. The newspaper files the affidavit of publication with the Commission directly. The founder's job is to pay the paper and confirm the filing happened.

The exemption is what makes Arizona a non-issue for most Arizona founders. A.R.S. § 29-635 does not itself carve out Maricopa and Pima counties, but the Corporation Commission has for years run a database notice on its own eCorp system that satisfies the publication obligation for any LLC whose statutory agent is in Maricopa or Pima. The Commission's guidance page spells this out explicitly: if your statutory agent's street address is in one of the two metropolitan counties, the Commission publishes electronically and you pay nothing. Everyone else buys three weeks of column inches from a county paper, which typically costs somewhere between $60 and $200 in 2021.

That one carveout catches roughly three-quarters of Arizona's population and very close to all of its commercial activity. Phoenix, Tempe, Mesa, Scottsdale, Glendale, Tucson, and their suburbs are all in Maricopa or Pima. If you are forming an Arizona LLC and you have latitude on where your statutory agent's office sits, Maricopa or Pima is the answer, and the publication question is closed. If your statutory agent is in Yavapai or Coconino because the business actually operates in Prescott or Flagstaff, publish in the local paper, keep the invoice, and move on; the amounts are small enough that engineering around them is not worth the engineering time.

Nebraska: § 21-193, three successive weeks, no carveouts

Nebraska is at Neb. Rev. Stat. § 21-193, part of the Nebraska Uniform Limited Liability Company Act that took effect January 1, 2011 and became mandatory for all Nebraska LLCs on January 1, 2013. After the Certificate of Organization is filed with the Secretary of State, a notice of organization must be published in a legal newspaper of general circulation in the county of the designated office, for three successive weeks, with proof of publication filed with the SOS. The statute runs functionally parallel to Arizona's, with two meaningful differences: Nebraska has no county exemption, and Nebraska does require the founder to send the affidavit back to the state rather than trusting the newspaper to handle it.

The dollars stay small. Legal notice rates in Nebraska papers are priced off rural and mid-sized circulations, and a three-week formation notice typically runs in the low three figures. Combined with the Secretary of State's $105 domestic filing fee, a Nebraska LLC clears formation and publication together for roughly $250 to $400 in most of the state. That is the cheapest publication regime in the country, and it is the reason Nebraska almost never comes up when founders compare publication costs; the rule exists, it is inexpensive, and the certificate files quickly.

One practical note. The Nebraska SOS has been running a modest backlog on non-electronic filings through the pandemic, and the proof-of- publication step is still paper. Budget an extra two to three weeks on top of the newspaper's three-week run, and do not panic if the affidavits take a month to show up recorded.

What it actually costs, in one table

Put the three surviving publication states on one page and the shape of the problem is obvious.

  • New York, outside NYC: $50 Certificate of Publication fee plus six weeks of notices in two county-designated papers. Typical total, publication only: roughly $200 to $600.
  • New York, five boroughs: $50 Certificate of Publication plus six weeks in two of the NYC dailies on the clerk's list. Typical total: roughly $1,200 to $2,000.
  • Arizona, Maricopa or Pima statutory agent: $0, handled by the Corporation Commission on its website.
  • Arizona, any other county: three weeks in one newspaper. Typical total: roughly $60 to $200.
  • Nebraska, statewide: three weeks in one legal newspaper plus the SOS proof-of-publication filing. Typical total: roughly $150 to $300.

One number in that list is three orders of magnitude larger than the others, and it has always been the reason publication shows up in founder conversations at all. If the LLC is going to be based in Manhattan, the publication bill is the single largest line item in the first year of existence, larger than the $200 Articles fee, larger than the $9 Biennial Statement, larger than the registered-agent fee, and in most cases larger than the first month of work the LLC was formed to bill for. Everywhere else in the country, publication is a footnote on the invoice.

The rule of thumb

If the statutory agent is in New York City, budget the publication bill larger than the filing fee, the biennial, and the registered-agent fee combined, and plan on four months from filing to Certificate of Publication; the six-week newspaper window is the bottleneck, not the Department of State. If the statutory agent is in Maricopa or Pima county Arizona, the publication question is already answered at zero. Everywhere else with a rule on the books, pay the bill, file the affidavit, keep the stamped copy, and stop thinking about it.

If someone tells you California, Georgia, or Florida has an LLC publication requirement, they are either describing California's fictitious-business-name rule or they are reading a guide older than Act 170. The 2021 list is three states, and two of them are cheap.

Sources

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