Understanding LLC Maintenance in New York 

CEO Jack Cola has curated this guide to help you navigate the timeline of mandatory filings and internal corporate housekeeping. 

The Publication Requirement (Section 206)

One of the most critical steps after forming a New York LLC is fulfilling the Publication Requirement. Under Section 206 of the Limited Liability Company Law, new LLCs must publish a notice of formation in two newspapers.

Key Facts About Publication:

• Timeline: You have 120 days from the date of formation to complete this process.

• The Process: You must publish in one daily and one weekly newspaper designated by the County Clerk where your office is located.

• Duration: The notice must run for six consecutive weeks.

• Affidavits: After six weeks, the newspapers will send you "Affidavits of Publication."

• Certificate of Publication: You must file these affidavits with the Department of State along with a $50 filing fee.

Warning: Failure to file your Certificate of Publication within 120 days results in the suspension of your authority to do business in New York. While you still exist as an entity, you lose the right to use New York courts to enforce contracts or lawsuits.

The Biennial Statement

Every two years, the New York Department of State requires a "status check" known as the Biennial Statement. This is mandatory for both domestic and foreign LLCs.

What You Need to Know:

• Due Date: It is due every two years during your anniversary month (the month your LLC was originally filed).

• Information Required: You must confirm your service of process address and the names/addresses of your managers or members.

• The Fee: The state fee is currently $9.

• Filing Method: This must be filed online via the NYS Department of State e-Statement Filing System.

Internal Record-Keeping (Section 417)

Compliance isn't just about what you send to Albany. Under LLC Law Section 417, the members of a New York LLC must adopt a written Operating Agreement.

Mandatory Internal Documents:

1. Written Operating Agreement: Even for single-member LLCs, this document must be adopted within 90 days of formation. It is an internal document and is not filed with the state, but it must be available if your business is ever audited or sued.

2. Membership Ledger: You must maintain a current list of the names and addresses of all members and their respective ownership percentages.

3. Tax Records: Keep copies of all federal, state, and local income tax returns and reports for at least the three most recent years.