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SECTION 206
Affidavits of publication
Limited Liability Company Law (LLC) CHAPTER 34, ARTICLE 2
§ 206. Affidavits of publication. (a) 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.
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. 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. 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. 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. The notice shall
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 of the articles of
organization, the date of the formation of the limited liability
company; (3) the county within this state, in which the office of the
limited liability company is located; (3-a) the street address of the
principal business location, if any; (4) a statement that the secretary
of state has been designated as agent of the limited liability company
upon whom process against it may be served and the post office address
within or without this state to which the secretary of state shall mail
a copy of any process against it served upon him or her; (5) if the
limited liability company is to have a registered agent, his or her name
and address within this state and a statement that the registered agent
is to be the agent of the limited liability company upon whom process
against it may be served; (6) if the limited liability company is to
have a specific date of dissolution in addition to the events of
dissolution set forth in section seven hundred one of this chapter, the
latest date upon which the limited liability company is to dissolve; and
(7) the character or purpose of the business of such limited liability
company. 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. 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. 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. The failure of a limited liability company to
cause such copy or notice to be published and such certificate of
publication and affidavits of publication to be filed with the
department of state within such one hundred twenty day period or the
suspension of such limited liability company's authority to carry on,
conduct or transact business in this state pursuant to this subdivision
shall not limit or impair the validity of any contract or act of such
limited liability company, or any right or remedy of any other party
under or by virtue of any contract, act or omission of such limited
liability company, or the right of any other party to maintain any
action or special proceeding on any such contract, act or omission, or
right of such limited liability company to defend any action or special
proceeding in this state, or 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. 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.

(b)(1) A limited liability company which was formed prior to the
effective date of this subdivision and which complied with the
publication and filing requirements of this section as in effect prior
to such effective date shall not be 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.

(2) Within twelve months after the effective date of this subdivision,
a limited liability company, which was formed prior to such effective
date, and which did not comply with the publication and filing
requirements of this section as in effect prior to such effective date,
shall publish a copy of its articles of organization or a notice
containing the substance thereof in the manner required (other than the
one hundred twenty day period) by this section as in effect prior to
such effective date and file 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, with the
department of state.

(3) If a limited liability company that is subject to the provisions
of paragraph two of this subdivision fails to file the required proof of
publication with the department of state within twelve months after the
effective date of this subdivision, its authority to carry on, conduct
or transact any business in this state shall be suspended, effective as
of the expiration of such twelve month period.

(4) The failure of a limited liability company that is subject to the
provisions of paragraph two of this subdivision to fully comply with the
provisions of said paragraph two or the suspension of such limited
liability company's authority to carry on, conduct or transact any
business in this state pursuant to paragraph three of this subdivision
shall not impair or limit the validity of any contract or act of such
limited liability company, or any right or remedy of any other party
under or by virtue of any contract, act or omission of such limited
liability company, or the right of any other party to maintain any
action or special proceeding on any such contract, act or omission, or
right of such limited liability company to defend any action or special
proceeding in this state, or 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.

(5) 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 paragraph three of 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 subdivision (a) of this section, 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.

(6) For the purposes of this subdivision, a limited liability company
which was formed prior to the effective date of this subdivision shall
be deemed to have complied with the publication and filing requirements
of this section as in effect prior to such effective date if (i) the
limited liability company was formed on or after January first, nineteen
hundred ninety-nine and prior to such effective date and the limited
liability company filed at least one affidavit of the printer or
publisher of a newspaper with the department of state at any time prior
to such effective date, or (ii) the limited liability company was formed
prior to January first, nineteen hundred ninety-nine, without regard to
whether the limited liability company did or did not file any affidavit
of the printer or publisher of a newspaper with the secretary of state.

(c) 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.