Some states require business owners to publish a notice in a local newspaper after they form or make certain changes to their business entities. States’ publishing requirements help inform the public about new business entities and significant changes to existing entities. If you’re considering starting a business you’ll want to make sure you abide by your state’s publication requirement laws.
States with business entity publication requirements include:
- Arizona (LLCs, Corporations)
- Georgia (Corporations)
- Nebraska (LLCs, Corporations)
- New York (LLCs)
- Pennsylvania (Corporations)
Several states require publishing of Doing Business As names:
Entities subject to the publication requirement: LLCs, Corporations
Arizona requires many Limited Liability Companies and Corporations to publish a public notice of their formation. The Arizona Corporation Commission (ACC) automatically publishes a notice in the Public Notice section of its website for entities in counties with a population of more than 800,000 persons (i.e., Maricopa and Pima counties). Entities in other Arizona counties are responsible for publishing their own notice in a newspaper. For business owners’ convenience, the ACC provides a list of newspapers, their addresses, and telephone numbers for each county.
Although not required, business owners may file their Affidavit of Publication (verification of publication) provided by the newspaper with the ACC. Upon doing so, it becomes viewable as public record. If the Affidavit of Publication is not filed with the ACC, the document should be retained as part of the LLC’s business records.
Arizona LLC Publication Requirements
A new LLC with a registered agent street address in any Arizona county other than Maricopa or Pima counties must publish a notice in a general circulation newspaper. It must do so within 60 days after the Arizona Corporation Commission confirms the LLC’s Articles of Organization were approved. The notice must appear in three consecutive publications and contain the following information:
- Name of the Limited Liability Company
- LLC’s principal address
- LLC’s initial registered agent’s name and street and mailing addresses in Arizona
- Whether the LLC is manager-managed or member-managed
- Name and address of each manager (if applicable)
- Name and address of each member who owns at least 20% interest in the capital or profits of the LLC (if a manager-managed LLC)
- Name and address of each member (regardless of ownership interest if a member-managed LLC)
Arizona Corporation Publication Requirements
A new Corporation with a known place of business in an Arizona county other than Maricopa or Pima counties must publish a copy of its Articles of Incorporation in a general circulation newspaper. It must do so within 60 days after the Arizona Corporation Commission approves the Corporation’s Articles of Incorporation.
Entities subject to the publication requirement: Corporations, any business using a trade name
Georgia Corporation Publication Requirements
Georgia requires Corporations to publish a notice of intent to incorporate in a newspaper in the county where the company’s initial registered office is or will be located. The newspaper chosen must either be the official legal organ of the county or a general circulation newspaper with at least 60% paid subscriptions. The Georgia.gov website provides a list of county legal organs in the state.
The Corporation must deliver its notice of intent to incorporate and a $40.00 publication fee directly to the newspaper no later than the next business day after the Corporation’s Articles of Incorporation were filed with the Georgia Secretary of State office. The notice should be published once per week for two consecutive weeks within ten days after the newspaper receives the Corporation’s notice.
The Secretary of State requests Corporations to use the following format for their notice:
NOTICE OF INCORPORATION
Please publish once a week for two consecutive weeks a notice in the following form:
Notice is given that articles of incorporation that will incorporate (Name of Corporation) have been delivered to the Secretary of State for filing in accordance with the Georgia Business Corporation Code (or Georgia Nonprofit Corporation Code). The initial registered office of the corporation is located at (Address of Registered Office) and its initial registered agent at such address is (Name of Registered Agent).
Enclosed is (check, draft or money order) in the amount of $40.00 in payment of the cost of publishing this notice.
Georgia Trade Name Publication Requirements
If a company will use a trade name (a.k.a. Doing Business As or DBA) instead of its legally registered name, it must publish a copy of its trade name registration in the local newspaper the sheriff’s office uses for legal advertisements. That notice must appear at least once each week for two consecutive weeks. Business owners should keep a copy of the publisher’s affidavit in their records so they have proof of publication.
Entities subject to the publication requirement: LLCs, Corporations, any business using a trade name
Nebraska state law requires LLCs and Corporations to publish a notice of their formation. The state also requires notices to be published when an LLC or Corporation amends its formation documents, is part of a merger, undergoes an entity conversion, makes a domestication change, or voluntarily dissolves.
Entities must file proof of publication of any notices with Nebraska’s office of the Secretary of State.
Nebraska LLC Publication Requirements
If no legal newspaper exists in the Corporation’s county, it may instead publish its notice in the county of the Corporation’s registered agent. Notices must be published for three successive weeks in a legal newspaper of general circulation near the designated office of the LLC. While the state does not specify a deadline for publishing a notice, it’s wise to fulfill the requirement promptly to avoid any potential penalties for non-compliance.
An LLC must provide the following information in its notice of organization:
- LLC name
- Designated office street and mailing addresses
- Initial registered agent’s name and street and mailing addresses
- If the LLC renders a professional service, the professional service its members, managers, professional employees, and agents are licensed or legally authorized to provide in the state
If an existing LLC has an amendment of the certificate of organization, merger, conversion, or domestication, it must publish a summary of the change in a notice, following the same rules — i.e., three success weeks in a legal newspaper of general circulation near the LLC’s principal office.
Notices of LLC dissolutions also must appear in a legal newspaper of general circulation for three consecutive weeks. Other rules apply as well.
LLCs should file proof of publication of any notices with the Nebraska Secretary of State office.
Nebraska Corporation Publication Requirements
Corporations in Nebraska follow rules similar to those for LLCs in the state. A domestic Corporation must publish notice of its incorporation, amendment, merger, share exchange, or dissolution for three successive weeks in a legal newspaper of general circulation in the county of its principal office. If no publication exists in that county, it may instead publish its notice in a legal newspaper of general circulation where its registered office is located.
A new Corporation must provide the following information in its notice:
- Name of the Corporation
- Number of shares the Corporation is authorized to issue
- Initial registered agent’s name and registered office address
- Each incorporator’s name and street address
In the event of a domestic Corporation’s voluntary dissolution, the company must publish the terms and conditions of the dissolution, names and titles of the persons responsible for winding up the Corporation’s affairs, and a statement of assets and liabilities.
Corporations should file proof of publication of any notices with the Nebraska Secretary of State Office.
Nebraska Trade Name Publication Requirements
Any business that files to use a DBA in Minnesota must publish a copy of its trade name registration in a general circulation newspaper in the municipality where the business is or will be located. If no newspaper exists in the city or village, the notice should be published in a general circulation newspaper in the county instead. Proof of publication must be filed with the Nebraska Secretary of State within 45 days from the trade name’s registration date, or the application will be canceled.
Entities subject to the publication requirement: LLCs
LLCs organized in New York must publish a public notice of their formation within 120 days after the state approves their Articles of Organization. The same rule applies to LLCs formed in other states that foreign qualify to conduct business in New York.
The information published may be a copy of the LLC’s Articles of Organization or a notice related to the formation of the LLC that includes:
- Name of the LLC
- Date of formation
- New York county where the LLC is located
- Principal business location address
- that it receives
- LLC’s registered agent’s name and address for receipt of services of process
- Latest date for when the LLC is to dissolve if the LLC is set up to exist for a limited time
- LLC’s purpose of business
The state requires that an LLC’s notice is published once weekly for six consecutive weeks in two general circulation newspapers (one daily newspaper and one weekly newspaper) in the county where the LLC’s principal place of business is located. The newspapers chosen must be designated by the county clerk.
Proof of the publication — including a certificate of publication with the affidavits of publication from the newspapers — must be filed with the New York Department of State.
If an LLC fails to publish a notice, its authorization to conduct business in New York could be suspended.
Entities subject to the publication requirement: Corporations, any business using a fictitious name
Pennsylvania Corporation Publication Requirements
New Corporations in Pennsylvania must publish notices to fulfill what the state calls its “advertising requirements.” The notices must be filed in two general circulation newspapers (one must be the legal journal of record, if possible) in the county where the Corporation is located. The Pennsylvania Department of State provides a list of valid newspapers by county on its website. A Corporation’s notices can occur either before filing its Articles of Incorporation with the state (announcing its intent to incorporate in PA) or after it has filed its Articles of Incorporation (communicating the date when the incorporation paperwork was filed).
Corporations must include the following information in their notice:
- The name (or proposed name) of the Corporation
- Statement declaring that the Corporation will be or has been incorporated under the provisions of the Business Corporation Law of 1988
Corporations do not have to provide proof of publication to the PA Secretary of State office, but they should keep affidavits of publishing from the newspapers in their corporate records.
Pennsylvania does not specify any specific deadlines for publishing notices, nor does it describe any consequences for not fulfilling the Corporation publication requirements. However, if a Corporation fails to comply, it could be determined to have pierced the corporate veil and lose its capacity to sue in the state. Moreover, its shareholders and board members might lose their liability protection and be held personally responsible for the debts of the company.
Pennsylvania Fictitious Name Publication Requirement
Any business — whether a Corporation, LLC, Sole Proprietorship, Partnership, or other entity type — must publish an advertisement if it will do business under a fictitious name if there is an individual listed in Box 4 of the Registration of Fictitious Name form (DSCB:54-311]).
The advertisement should be placed in two newspapers of general circulation (one a legal newspaper, if possible) in the county where the business is (or will be) located. The notice may appear before or after the fictitious name application is filed with the state and be kept with the business’s permanent records.
Information required in the notice must include:
- Fictitious name
- Street address where business will be carried out under the fictitious name
- Names and addresses of persons who are parties to the fictitious name registration
- Statement that a fictitious name registration application was (or will be) filed under the Fictitious Names Act
Additional States With DBA Publication Requirements
In addition to Georgia, Nebraska, and Pennsylvania, the following states also require businesses to publish their DBAs (a.k.a. fictitious, trade, or assumed names) in a newspaper or legal publication:
- California – Within 30 days after filing a fictitious business name statement, the registrant must publish the statement in an approved local general circulation newspaper near the principal place of business. The notice must appear once weekly for four consecutive weeks. The registrant must file an affidavit of publication with the city or county office within 30 days of the last published date.
- Florida – Fictitious names registered in Florida must be advertised at least once in a newspaper located in the county of the principal place of business. No proof of advertisement is required.
- Illinois – Illinois requires that notice if an assumed name filing be published in a general circulation newspaper in the county where the name is filed. It must be published once a week for three consecutive weeks, with the first publication appearing within 15 days after the assumed name certificate is filed with the county clerk. The state also requires that proof of publication be filed with the county clerk within 50 days of the certificate filing date.
- Minnesota – After filing an assumed name with the Minnesota Secretary of State office, the individual or entity must publish its Certificate of Assumed Name in a qualified legal newspaper for two consecutive issues in the county where the principal place of business is located. The business should retain the affidavit of publication in its records.
Where to Turn With Questions
If you’re unclear about whether your LLC or Corporation must publish a notice about its formation or other entity changes, contact the Secretary of State office or other agency that oversees business affairs for your state — or reach out to your attorney for guidance. And if you want to ensure your publication notice is completed accurately and promptly with all the details your state requires, contact CorpNet for assistance.
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- https://law.justia.com/codes/georgia/2010/title-14/chapter-2/article-2/14-2-201-1(cannot find the law on any of the Georgia government websites!)