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ALERT: Additional Changes to Business Entity Publication Requirements
New Publication Law
On February 3, 2006, New York Governor George Pataki signed into law Senate Bill No. 85-A, which amended the limited liability company law and partnership law, among others, relating to publication requirements for all New York (domestic and foreign) limited liability companies, professional service limited liability companies, limited partnerships and partnerships. The new law became effective on June 1, 2006.
Amendment to New Publication Law
The new law we previously brought to your attention in our Changes to Business Entity Publication Requirements Alert, has been amended and the relevant changes are as follows:
- Entities will be required to publish once each week for six successive weeks, not for four successive weeks as required by the new law.
- Entities will not be required to include the names of the ten persons (or such fewer persons) who are actively engaged in the business and affairs of the entity and have the most valuable membership interests in the notice of publication.
- Entities formed prior to June 1, 2006, which did not comply with the publication and filing requirements, will have twelve (12) months, not eighteen (18) months, from June 1, 2006 to publish under the requirements of the new law.
- If an entity fails to publish or it is suspended it shall not result in any member, manager or agent of such entity becoming liable for the contractual obligations or other liabilities of the entity.
Conclusion
If an entity fails to publish, the entity's authority to carry on, conduct or transact
business in New York State will be suspended. We do not know what the practical effect of “suspension” will be and there is no case law on this issue. Therefore, if you have already formed an entity but have not complied with the new publication requirements, we recommend that you publish your entity to avoid the consequences and uncertainty arising from the new law.
Contact Information
If you have any questions concerning this Alert, please contact:
Danielle Epstein-Day, Esq. - (212) 573-8416
“U.S. Treasury Circular 230 Notice: Any U.S. federal tax advice included in this communication was not intended or written to be used, and cannot be used, for the purposes of avoiding U.S. federal tax penalties.”
This information has been prepared by Sadis & Goldberg LLP (“S&G”) for general informational purposes only. It does not constitute legal advice, and is presented without representation or warranty as to its accuracy, completeness or timelines. Transmission or receipt of this information does not create an attorney-client relationship with S&G. Electronic mail or other communication with S&G cannot be guaranteed to be confidential and will not (without S&G agreement) create an attorney-client relationship with S&G. Parties seeking advise should consult with legal counsel familiar with their particular circumstances.
