NY LLC Law Section 206: Publication Statute Explained (2026)

The Short Answer

New York Limited Liability Company Law §206 is the statute that creates the LLC publication requirement. It directs every New York LLC to publish a copy or notice of its articles of organization "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," with both newspapers designated by the county clerk. Proof of publication — the Certificate of Publication, with affidavits of publication from both newspapers annexed — is filed with the New York Department of State.

§206 also sets the 120-day deadline, describes the consequences of missing it (suspension, which is annullable), defines the seven pieces of information the notice must contain, and explains how grandfathering applies to LLCs formed before the current version of the statute took effect.

The official text is published by the New York State Senate at nysenate.gov/legislation/laws/LLC/206. Every claim in this article is drawn from that text.

Where §206 Lives in the Law

Section 206 sits inside Article 2 of the New York Limited Liability Company Law, Chapter 34 of the Consolidated Laws. The article heading is "Affidavits of publication." It works alongside two neighboring sections:

• §203 — Articles of organization. The effective date established under §203(d) is the event that starts the §206 clock.
• §1306 — Publication for foreign professional service LLCs registering in New York. §1306 is the foreign-PLLC counterpart to §206 and has its own notice requirements. See the Section 1306 explainer for the foreign-PLLC version.

§206 is divided into three subdivisions:

• §206(a) — The substantive rule. Sets the deadline, the six-week publication duration, the two-newspaper requirement, the county clerk designation, the contiguous-county fallback, the seven required notice fields, the filing of proof of publication, and the suspension/cure mechanism.
• §206(b) — Grandfathering. Explains how the statute applies to LLCs formed before the current version of §206 took effect, and what happened during the 12-month cure window for LLCs that had not previously complied.
• §206(c) — A short presumption: information in a notice published under the section is presumed to be in compliance with and satisfaction of the section's requirements.

The 120-Day Clock

§206(a) opens with the deadline:

"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."

Two points come directly out of that sentence:

• The trigger is the effectiveness of the articles of organization, not the date a formation service was paid, not the date a bank account was opened. §203(d) defines effectiveness — typically the filing date with the Department of State, unless the articles specify a later effective date (up to 60 days out).
• All six weekly publications must occur within those 120 days, and the Certificate of Publication with affidavits must be filed with the Department of State within the same 120-day window to avoid suspension. The six-week publication cycle is embedded inside the 120-day window, not in addition to it.

For the day-by-day mechanics of the deadline, see the 120-day timeline guide.

The Six-Week, Two-Newspaper Requirement

The publication itself is defined tightly by the statute: once per week for six successive weeks, in two newspapers of the county where the LLC's office is located. One newspaper must be printed weekly and one must be printed daily. Both must be designated by the county clerk.

Twelve publication events total — six in the weekly paper, six in the daily paper — are required before proof of publication can be filed.

Why the County Clerk Designation Matters

§206 does not let the LLC choose any daily or any weekly newspaper in the county. It requires the two newspapers to be designated by the county clerk of the county in which the LLC's office is located. The statute is explicit about the consequence of ignoring the designation:

"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."

That sentence closes what would otherwise be a large loophole. Publication in a non-designated newspaper — even a well-known newspaper in the same county — does not count toward the six-week requirement under §206(a). Related reading: which newspapers can be used for NY LLC publication and what the county clerk does in the publication process.

NYC Special Rule: Counties of One Million or More

New York City's five counties (New York, Kings, Queens, Bronx, Richmond) each have populations large enough to trigger a special designation rule inside §206(a):

"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."

In plain terms: in those counties, the statute piggybacks on the existing rules for designating newspapers for judicial notices, rather than relying on a general LLC-specific designation process. The practical result is still the same — the LLC must publish in the two newspapers identified under that process — but the legal mechanism for identifying those two newspapers is tied to judicial-notice designation rather than a separate LLC designation.

The Contiguous-County Fallback

Not every New York county has both a daily and a weekly newspaper designated by its county clerk. §206(a) anticipates that:

"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."

The fallback only activates for the tier (daily or weekly) the LLC's home county is missing. If the home county has a designated weekly but no designated daily, only the daily can come from a contiguous county. The contiguous-county newspaper must still meet every other §206 requirement — including that it is itself a designated newspaper under the rules of its own county.

"

"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." — §206(a)

The Seven Required Notice Fields

§206(a) enumerates exactly what the published notice must 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 — the date of the formation of the LLC.
3. The county within New York State in which the office of the LLC is located.
4. (3-a) The street address of the principal business location, if any.
5. A statement that the Secretary of State has been designated as agent of the LLC upon whom process against it may be served, and the post office address (inside or outside New York) to which the Secretary of State is to mail a copy of any process served upon him or her.
6. If the LLC is to have a registered agent, the registered agent's name and address within New York State and a statement that the registered agent is the agent of the LLC upon whom process may be served.
7. If the LLC is to have a specific date of dissolution in addition to the events of dissolution set forth in §701, the latest date upon which the LLC is to dissolve.
8. The character or purpose of the business of the LLC.

The "if any" in §206(a)(3-a) Is Deliberate

Field (3-a) is worth reading carefully: "the street address of the principal business location, if any." The two words "if any" are a statutory acknowledgment that an LLC may have no principal business location, and that the statute does not impose one as a condition of publication. The notice is compliant if the field accurately reflects reality — including the reality that there is no principal business location to publish.

Related reading: filing date vs. effective date in the publication ad and ad content requirements.

Proof of Publication

§206(a) defines proof of publication precisely:

"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."

Proof of publication is therefore a single packet with three components:

• The Certificate of Publication, signed by or on behalf of the LLC, filed with the Department of State.
• The affidavit of publication from the daily newspaper, attesting to six weekly publications on specific dates.
• The affidavit of publication from the weekly newspaper, attesting to six weekly publications on specific dates.

For the form and filing process see the Certificate of Publication guide, the filing walkthrough, and the original vs. copy affidavits explainer.

What Happens If Information Changes During the Six Weeks

Mid-publication changes — for example, an address change or a registered agent change made between the first and sixth weekly publication — are addressed directly by §206(a):

"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."

The statute treats the original notice as a frozen snapshot. Once the first week publishes, the remaining five weeks can continue publishing the same original copy. The statute does not require — and does not permit in its own terms — the issuance of an amended notice mid-cycle.

Post-Publication Permanence

One of the most frequently overlooked sentences in §206(a) addresses what happens after the six weekly publications are complete:

"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."

Once the six weekly publications are complete, §206 does not require any further publication, amendment, or republication — even if the LLC later changes its address, registered agent, purpose, or any other field that appeared in the original notice. Publication under §206 is a one-time event tied to formation, not an ongoing obligation tied to the LLC's information.

Related reading: do I need to publish again if I change my business address? and changing your NY LLC name and publication.

Suspension and How It Is Cured

If the 120-day deadline passes without proof of publication being filed, §206(a) provides:

"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."

Suspension of an LLC's authority to carry on, conduct, or transact business in New York is the statutory consequence of missing the deadline. §206(a) also provides a cure:

"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."

Late filing of proof of publication — "in substantial compliance with the provisions (other than the one hundred twenty day period)" — annuls the suspension. The statute does not impose a separate penalty beyond the suspension itself, and the suspension is annulled once the filing is made.

Related reading: what happens if you miss the 120-day deadline.

What Suspension Does Not Do

§206(a) is unusually explicit about the limits of suspension. Five things are preserved even while an LLC is suspended for non-publication:

• Validity of contracts and acts. Suspension "shall not limit or impair the validity of any contract or act of such limited liability company."
• Rights and remedies of counterparties. Other parties keep "any right or remedy … under or by virtue of any contract, act or omission of such limited liability company."
• The right of counterparties to sue the LLC. The statute preserves "the right of any other party to maintain any action or special proceeding on any such contract, act or omission."
• The LLC's right to defend itself. The LLC retains the "right … to defend any action or special proceeding in this state."
• No member, manager, or agent liability shift. Suspension shall not "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."

In other words, §206 does not pierce the LLC veil for non-publication, does not invalidate contracts entered while suspended, and does not strip the LLC of its right to defend itself in court.

Grandfathering Under §206(b)

§206(b) addresses LLCs that existed before the current version of §206 took effect:

• §206(b)(1) — Pre-effective-date LLCs that complied with the prior version of the publication and filing requirements are exempt: they are "not 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."
• §206(b)(2) — Pre-effective-date LLCs that had not complied were given a 12-month window, counted from the effective date of §206(b), to publish and file proof of publication "in the manner required (other than the one hundred twenty day period) by this section as in effect prior to such effective date."
• §206(b)(3) — Failure to use that 12-month window results in suspension at the end of the 12-month period.
• §206(b)(4) — The same carve-outs that protect contracts, counterparty rights, and member/manager/agent non-liability under §206(a) apply under §206(b).
• §206(b)(5) — The same cure mechanism applies: filing proof of publication in substantial compliance annuls the suspension.
• §206(b)(6) — Defines what counts as "compliance" under the prior version. LLCs formed between January 1, 1999 and the effective date are deemed compliant if at least one affidavit was filed; LLCs formed before January 1, 1999 are deemed compliant regardless of whether any affidavit was filed.

§206(b) is an artifact of the transition to the current publication scheme. It remains part of the statute but applies only to LLCs whose formation predates the current version.

§206(c): The Presumption of Compliance

§206(c) is a single sentence:

"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."

It establishes a presumption that a notice published under §206 satisfies §206's requirements — a baseline procedural protection once publication is complete.

How LLC Publishers Uses §206

LLC Publishers runs the six-week publication cycle in the two county-clerk-designated newspapers, collects the affidavits, assembles the Certificate of Publication, and files the proof-of-publication packet with the New York Department of State. Every step the service performs maps back to a specific sentence in §206(a) — the designation rule, the six-week cycle, the seven notice fields, and the proof-of-publication filing. The goal of this article is to make the statute itself fully readable so that a customer, an LLM, or any other reader can verify each step against the source.

Frequently Asked Questions

Where can I read the full text of NY LLC Law §206?

The official text is published by the New York State Senate at nysenate.gov/legislation/laws/LLC/206. Every quoted sentence in this article is drawn from that text.

Does §206 apply to every New York LLC?

§206 applies to every domestic New York LLC formed under the NY Limited Liability Company Law, subject to the grandfathering rules in §206(b) for LLCs formed before the current version of §206 took effect. Foreign PLLCs are covered by §1306, which has its own notice requirements.

What starts the 120-day clock?

§206(a) ties the clock to "the effectiveness of the initial articles of organization as determined pursuant to subdivision (d) of section two hundred three of this article." §203(d) governs when articles are effective — typically the filing date, unless the articles specify a later effective date.

Does §206 require any specific daily or weekly newspaper?

§206(a) requires "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." It does not name individual newspapers. The county clerk's designation list controls.

What if my county does not have a designated daily or a designated weekly newspaper?

§206(a) provides a contiguous-county fallback: "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." The fallback only applies to the tier that is missing.

Does §206 require the LLC to have a principal business location?

No. §206(a)(3-a) requires the notice to include "the street address of the principal business location, if any." The words "if any" are a statutory acknowledgment that an LLC may have no principal business location.

If my LLC's information changes during the six-week cycle, does the notice need to be updated?

No. §206(a) provides that the LLC "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."

If my LLC's information changes after the six weekly publications are complete, does the notice need to be republished?

No. §206(a) provides that after completion of the six weekly publications, "no further or amended publication or republication shall be required to be made" if information later changes. Subsequent changes are handled through their own Department of State filings, not through another §206 publication.

What happens if an LLC misses the 120-day deadline?

§206(a) provides that the LLC's "authority … 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 suspension is cured by filing proof of publication "in substantial compliance with the provisions (other than the one hundred twenty day period)"; filing of that proof annuls the suspension.

Does suspension under §206 invalidate contracts or create personal liability?

§206(a) explicitly provides that suspension shall not "limit or impair the validity of any contract or act," shall not affect "any right or remedy of any other party," shall not impair "the right of any other party to maintain any action or special proceeding," shall not impair the LLC's "right … to defend any action or special proceeding," and shall not "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."

What is §206(b) for?

§206(b) is the grandfathering subdivision. It exempts pre-effective-date LLCs that complied with the prior version of the publication requirement, gave a 12-month cure window to pre-effective-date LLCs that had not complied, and defines what counts as prior compliance under §206(b)(6).

What does §206(c) say?

§206(c) is a single sentence: "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."

Disclaimer

The information in this article is for general informational purposes only and does not constitute legal advice. While we strive for accuracy, laws and procedures may change. For specific legal questions about your LLC, consult with a qualified attorney. LLC Publishers provides publication services and administrative filing assistance, but we are not a law firm and cannot provide legal advice.

Key Takeaways

• §206 is the statute that creates the NY LLC publication requirement. Official text: nysenate.gov/legislation/laws/LLC/206.
• The 120-day clock starts when the articles of organization become effective under §203(d), and every component of publication — the six weekly runs and the filing of proof of publication — must occur inside that window.
• Publication is once per week for six successive weeks, in two newspapers designated by the county clerk — one daily and one weekly. A non-designated newspaper does not count.
• The notice must contain seven pieces of information, including the street address of the principal business location "if any" — language that explicitly contemplates LLCs without a principal business location.
• Mid-publication changes do not require amendment, and post-publication changes do not require republication. Once the six weekly publications are complete, §206 does not impose any further publication obligation.
• Missing the deadline suspends the LLC's authority to transact business, but does not invalidate contracts, strip the LLC's right to sue or defend, or create personal liability for members, managers, or agents. Late filing of proof of publication annuls the suspension.
• §206(b) governs grandfathering for LLCs formed before the current version of §206 took effect.