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Editorial 9 MIN READ

Publication states: what forming in New York, Arizona, and the rest actually costs in newspaper ink

Five jurisdictions still run formation notices through local papers, and only three of them still apply the rule to LLCs

The Editors
Staff, Incorporator.org
9 min read Updated
Contents 9 sections
  1. What a publication requirement actually is
  2. New York: six weeks in two papers, and a county that decides the bill
  3. Arizona: three issues, sixty days, and two counties exempted
  4. Nebraska: same rule, different paper
  5. Pennsylvania: corporations only, as of 2017
  6. California: the FBN rule is not an LLC rule
  7. What it actually costs, in one comparison
  8. What to do about it
  9. Sources

hree states still force a new LLC to buy newspaper advertising before the formation is complete. A fourth dropped the rule for LLCs two years ago and now applies it only to corporations. A fifth never applied it to entity formation at all; the newspaper rule there is about fictitious business names.

If you form in a publication state, the filing fee is not the bill that matters. The bill that matters is the one from the newspaper.

What a publication requirement actually is

A publication requirement is a statutory command to place a legal notice in a newspaper for a set number of issues within a set window after filing, then prove it to the state with an affidavit or a supplemental certificate. The rules predate the internet by about a century, and in most jurisdictions that once had them they have been quietly repealed. The surviving versions are on the books because the local newspaper industry lobbied to keep them there, which is not a cynical reading; it is the legislative history in every state where the rule still applies.

The operational consequence is a second filing step that happens outside the Secretary of State's office and costs more than the filing itself. You are not just registering with the state. You are paying a private newspaper, then paying the state again to record that you paid the newspaper.

Five jurisdictions come up when founders ask about this: New York, Arizona, Nebraska, Pennsylvania, and California. Only the first three still impose a true LLC publication requirement. The others show up in the question for reasons worth understanding, because they change the shape of the answer.

New York: six weeks in two papers, and a county that decides the bill

New York is the jurisdiction that makes this question famous. The rule lives in NY Limited Liability Company Law § 206. Within 120 days after the Articles of Organization are filed, the LLC must publish a notice of formation in two newspapers of the county where the office is located, one daily and one weekly, for six consecutive weeks. The county clerk designates which newspapers qualify. After publication, the LLC files a Certificate of Publication with the Department of State, along with affidavits from each newspaper and a $50 filing fee.

The statute itself is not the expensive part. The designated newspapers are. In most upstate counties you can satisfy the rule for a few hundred dollars total. In the five New York City counties, the designated papers price the notice like the rent they pay, and the combined bill runs from roughly $1,000 to $2,000 for a Manhattan LLC. A 2016 walkthrough of this arithmetic is in our New York LLC formation guide, and the arithmetic has not moved.

Two workarounds are common and both have been tested. The first is to list a registered-office address in a cheaper county, which is lawful only if the LLC actually maintains a principal office there; using a registered agent's address in Albany solely to dodge Manhattan publication rates is the version that gets founders into trouble when they later need to prove residency for something else. The second is simply to not publish, which the statute does not treat as a dissolving event. The penalty is suspension of the LLC's authority to sue or maintain an action in New York courts until publication is completed and the certificate filed. That is a real penalty if you are ever the plaintiff; it is nothing at all if you never are. A meaningful minority of NYC LLCs run for years without publishing and only cure the defect when a lawsuit makes it necessary.

Arizona: three issues, sixty days, and two counties exempted

Arizona's rule is at A.R.S. § 29-635. Within sixty days of filing the Articles of Organization with the Arizona Corporation Commission, the LLC must publish a notice of formation in a newspaper of general circulation in the county of the statutory agent's address, in three consecutive publications. Unlike New York, no supplemental filing is required at the state level; the newspaper files the affidavit of publication with the Commission directly, and the founder's obligation is to pay the newspaper and confirm it happened.

The exemption is the important part. Maricopa and Pima counties, together containing Phoenix, Tempe, Scottsdale, Tucson, and the bulk of Arizona's commercial population, are exempt. The Corporation Commission itself publishes the notice electronically on its website for LLCs whose statutory agent is in those two counties, and the cost to the founder is zero. Form an Arizona LLC in Maricopa or Pima and there is no newspaper bill. Form one in Yavapai or Coconino and you are buying three weeks of column inches from the local paper, at a cost that typically runs from roughly $60 to $200 depending on the paper.

The practical planning point is that for an Arizona LLC with a statutory agent in Phoenix, publication is a non-issue. Our Arizona formation guide walks through the fee math the rest of the way.

Nebraska: same rule, different paper

Nebraska's version is at Neb. Rev. Stat. § 21-193, part of the Nebraska Uniform Limited Liability Company Act. The Certificate of Organization must be followed by notice 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 Nebraska Secretary of State. The statute is functionally identical to Arizona's with one difference: there is no county exemption. A Lincoln or Omaha LLC publishes the same way an LLC in Chadron does.

Costs are generally lower than in the larger New York and Arizona markets. Legal notices in Nebraska papers typically run somewhere in the low three figures for a formation notice, and the Secretary of State filing fee for the proof of publication is modest. Nebraska is the state where the publication requirement produces the least founder friction, which is one reason it rarely comes up in comparative write-ups; the rule exists, it is cheap, and it closes quickly.

Pennsylvania: corporations only, as of 2017

Pennsylvania is in this list because founders still ask about it, and the answer changed in 2017. Under 15 Pa.C.S. § 1307, business corporations formed in Pennsylvania must publish notice of their incorporation in two newspapers, one a legal journal if the county has one, in the county of the registered office. That rule remained in force after Act 170 of 2016, which rewrote the Pennsylvania entity code effective February 21, 2017. Act 170 consolidated the partnership and LLC provisions into Title 15 and, in the process, removed the publication requirement for LLCs.

The consequence is that a Pennsylvania LLC formed in 2018 does not have a newspaper bill. A Pennsylvania corporation does. This is a genuine trap for readers using pre-2017 guides: forum posts and secondary sources from 2015 and earlier still describe LLC publication as a Pennsylvania requirement, and it is not. The LLC provisions of Chapter 88 as rewritten by Act 170 do not include a § 1307 analogue.

For someone choosing entity type in Pennsylvania, this is a rare case where entity-form selection has a direct formation-cost implication. Our Pennsylvania LLC formation guide treats this in more detail.

California: the FBN rule is not an LLC rule

California is the other jurisdiction founders confuse into this list. California does have a newspaper publication requirement, under Business and Professions Code § 17917, but it applies to fictitious business name statements, not to LLC formation. If you file an FBN (a DBA for a sole proprietor or for an LLC operating under a name other than its registered name), you must publish the statement in a newspaper of general circulation in the county where the principal place of business is located, once a week for four successive weeks, and file an affidavit of publication with the county clerk within thirty days of the first publication.

That rule has nothing to do with forming a California LLC. A California LLC files a Form LLC-1 with the Secretary of State, pays the filing fee, pays the $800 annual franchise tax, and is done. There is no formation notice in a newspaper. The FBN publication rule applies only when and if the LLC operates under a trade name that is different from its registered name, and at that point the bill is a few hundred dollars in most counties.

What it actually costs, in one comparison

Put the four states with any form of publication obligation on one page, and the shape of the market becomes clear.

  • New York: $50 Certificate of Publication fee plus six weeks of notices in two designated newspapers. Total cost outside NYC: roughly $200 to $600. Inside the five NYC counties: roughly $1,000 to $2,000.
  • Arizona: no state fee beyond the $50 formation, plus three weeks of notice in one county paper if the statutory agent is outside Maricopa and Pima. Maricopa and Pima LLCs: $0. Elsewhere: roughly $60 to $200.
  • Nebraska: filing fees plus three weeks of notice in one county paper. Typical total: roughly $150 to $300 statewide.
  • Pennsylvania (corporations only): two newspapers for four weeks of general-corporation notice. Typical total: roughly $200 to $500 depending on county and whether a legal journal is in play.

The numbers that stand out are the NYC numbers, which is why publication is effectively a New York issue in the public imagination and an Arizona issue only if you happen to be in the wrong county. For most founders in most of the country, no publication rule applies. For a Manhattan-based LLC, the publication rule is the largest single line item in the first year of existence, larger than the franchise tax, larger than the registered-agent fee, and in most cases larger than whatever the founder billed for the first month of work the LLC was formed to do.

What to do about it

If the business is in New York and must be in New York, publish in the cheapest designated paper that still qualifies, use a legal-notice service to coordinate the filings, and plan on four months of elapsed time before the certificate is recorded. The Department of State is not the bottleneck; the six-week publication window is.

If the business is in Arizona, put the statutory agent in Maricopa or Pima county. There is no other decision to make.

If the business is in Nebraska, pay the bill; the amounts are low enough that the engineering around them is not worth the engineering time.

If the business is in Pennsylvania and you have a choice between LLC and corporation, the publication rule is one more reason the LLC is usually the right default. It is a small reason, but it adds up.

If someone tells you California has an LLC publication requirement, they are describing the FBN rule. California does not.

The rule of thumb: if the statutory agent is in New York City, budget a publication bill larger than the filing fee, the franchise tax, and the registered-agent fee combined. Everywhere else, it is a line item, not a strategy problem.

Sources

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