Which states have publication requirements for business entities?

When your business clients form a limited liability company or corporation — or they make certain changes to their entity — they may be required to publish a notice in a local or legal newspaper. Some states have publication requirements to inform the public about new business entities and changes to existing entities. It's critical that business owners comply with their state's rules, or they could face fines and other penalties. 

In this article, I'll discuss the states that require public notices and provide some details about when, where, and for how long the notices must appear. The exact information states require companies to include in their published notices vary. It's important that your clients check with their state or talk with an attorney to ensure they disclose all of the required information.

Arizona publication requirements

In most Arizona counties, LLCs and corporations must publish a public notice of their formation. The Arizona Corporation Commission automatically publishes a notice in the Public Notice section of its website for entities in Maricopa and Pima counties with more than 800,000 persons. Entities in other counties must publish their own notice in a newspaper. If your clients are in a county other than Maricopa and Pima, you can direct them to ACC's list of newspapers for each county.

Although optional, business owners may file the Affidavit of Publication (verification of publication) issued by the newspaper with the ACC. If they opt not to file the Affidavit of Publication with the ACC, the entity should retain it with its other business records.

Arizona LLC publication rules

A new LLC must publish a notice in a general circulation newspaper if it has a registered agent street address in any Arizona county other than Maricopa or Pima counties. The notice must be published within 60 days after the Arizona Corporation Commission confirms the LLC's Articles of Organization were approved, and it must appear in three consecutive publications. 

Arizona corporation publication rules

A new corporation must publish a copy of its Articles of Incorporation in a general circulation newspaper if its known place of business is in any Arizona county other than Maricopa or Pima counties. It's required to do so within 60 days after the corporation's Articles of Incorporation are approved by the ACC.

Georgia publication requirements

Georgia requires that corporations formed in the state and all companies registering for a trade name publish a notice. Business owners should keep a copy of the publisher's affidavit as proof of publication.

Georgia corporation publication rules

All corporations in Georgia must publish a notice of intent to incorporate in a newspaper in the county where the entity's initial registered office will be located. The newspaper chosen must be a general circulation newspaper with at least 60% paid subscriptions or the official legal organ of the county. The Georgia Department of Community Affairs provides a list of county legal organs.

The notice of intent to incorporate and a $40.00 publication fee must be delivered to the newspaper no later than the business day after the corporation files its Articles of Incorporation with the Georgia Secretary of State office. The notice must be published within 10 days after the newspaper receives it, and it must appear in the publication once per week for two consecutive weeks.  

The Secretary of State requests corporations to use the format below when submitting their notice:

NOTICE OF INCORPORATION

Dear Publisher:

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.

Sincerely,

(Authorized signature)

Georgia trade name publication rules

Georgia companies that will use a trade name (a.k.a. DBA or fictitious name) must publish a copy of their trade name registration in the local newspaper. The notice must appear at least once each week for two consecutive weeks. 

Nebraska publication requirements

New LLCs and corporations in Nebraska must publish a notice of their formation. Nebraska also requires notices of amendments to entities' formation documents, mergers, entity conversions (i.e., changing entity type), domestication changes, and voluntary dissolutions. The state also requires businesses that file a trade name to publish a notice. Entities must file proof of notice of publication with the Secretary of State office. 

Nebraska LLC publication rules

An LLC's notice must be published in a legal newspaper of general circulation near the company's designated office for three successive weeks. If no legal newspaper exists in the business's county, the LLC may publish its notice in the county of its registered agent.  

If an existing LLC makes a change (e.g., an amendment to its certificate of organization, a merger, conversion or domestication), it must publish a notice summarizing the change for three successive weeks in a legal newspaper of general circulation near its principal office.

In the case of a dissolution, the LLC must publish a notice in a legal newspaper of general circulation for three consecutive weeks. Other rules also apply when dissolving an LLC.

Nebraska corporation publication rules

A domestic corporation in Nebraska 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 (or in a legal newspaper of general circulation where its registered office is located if no publication exists in its principal office county).

Nebraska trade name publication rules

If a business files to use a DBA in Nebraska, it must publish a copy of its trade name registration in a general circulation newspaper in the city or village where the business is located. If no newspaper exists in the company's municipality, the notice may 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. Failure to do so will result in the cancellation of the trade name application.

New York publication requirements

In New York State, new domestic LLCs and foreign LLCs must publish a notice of their formation (domestic LLC) or authority to conduct business (foreign LLC). After publication, companies must submit a Certificate of Publication and affidavits from the newspapers to the New York Department of State.

New York LLC publication rules

A domestic LLC must publish a public notice within 120 days after its initial Articles of Organization become effective. A foreign LLC must publish a public notice within 120 days after filing the application for authority. 

The state requires the notice to be published in two newspapers (one daily newspaper and one weekly newspaper) designated by the county clerk where the LLC is located once per week for six consecutive weeks.  

Failure to publish a notice could result in suspension of an LLC's authorization to conduct business in New York.

Pennsylvania publication requirements

New corporations and all businesses using a DBA in Pennsylvania must fulfill the state's "advertising requirements."

Pennsylvania corporation publication rules

New corporations in Pennsylvania must publish notices in two general circulation newspapers — one being the legal journal of record (if possible) — in the county where the corporation's initial registered office is located.  Your clients can find a list of valid newspapers by county on the Commonwealth of PA website. The notices may be filed before or after the corporation files its formation documents with the state. 

While Pennsylvania does not specify specific deadlines for publishing notices nor consequences for failing to fulfill the corporation publication requirements, noncompliance could be risky. For example, a court might determine that the entity pierced the corporate veil, thereby losing its capacity to sue in the state and compromising its shareholders' and board members' personal liability protection against the corporation's debts.

The PA secretary of state office does not require proof of publication, but it's recommended that the business keep affidavits of publication from the newspapers and retain them with other corporate records.

Pennsylvania fictitious name publication rules

If a business (any entity type) will do business under a fictitious name and it has listed an individual in Box 4 of the Registration of Fictitious Name form [DSCB:54-311]), it must publish an advertisement to notify the public of the DBA.

The advertisement must appear in two newspapers of general circulation (one a legal newspaper, if possible) in the county where the business is located. The notice may appear before or after the business files its fictitious name application with the state. Business owners should keep proof of publication in their company's records.

States requiring only DBA public notices 

Several states without publication requirements for LLC and corporation formations  require companies to publish DBA notices in a newspaper or legal publication:

• California – A registrant must publish a notice 30 days after filing a fictitious business name statement in an approved local general circulation newspaper near the company's principal place of business. The public notice must appear once each week for four consecutive weeks. Within 30 days of the final published date, the registrant must file an affidavit of publication with the city or county office.
• Florida – In Florida, a business must advertise its fictitious name at least once in a newspaper in the county of its principal place of business. The state does not require proof of advertisement.
• Illinois – A notice of an assumed name filing must appear in a general circulation newspaper in the county of filing once weekly for three consecutive weeks. The first publication should occur within 15 days after the business files its assumed name certificate with the county clerk. Proof of publication must be submitted to the county clerk within 50 days of the assumed name certificate filing date.
• Minnesota –  An individual or entity must publish its Certificate of Assumed Name for two consecutive issues in a qualified legal newspaper where the principal place of business resides. The company should keep the affidavit of publication in its records in case it needs proof that it published the required notice.

Where your clients can find additional information

Secretary of state offices and other agencies that oversee business affairs in your clients' states usually provide information about publication requirements on their websites. If your clients have questions or don't find what they need there, they can get the details they need by calling or emailing those resources or reaching out to their attorney for guidance.