Reinstatement of Publication requirements for
LLCs in NY
The Supreme Court, Appellate Division of the State of New York has just reversed Barklee Realty Company LLC, et al v. George E. Pataki, which effectively reinstates the publication requirement for Limited Liability Companies in New York.
Section 206 of the NY Limited Liability Law requires each LLC to publish notice of formation for six consecutive weeks in two local newspapers in the County of the Company's principal office. In Barklee, this portion of the statute was declared unconstitutional.
However, it should be noted, as the Court specifically points out that failure to comply with the publication requirement does not affect the validity of the company and does "… not impair the validity of its contracts." Failure to comply precludes the Company from "…maintaining any action or special proceeding…" in any New York Court. The Court points out that, although the Company may not maintain an action "…unless and until" it has complied, it may defend itself in any action.
The Court concluded that the publication requirement was not burdensome to the degree required to hold it unconstitutional.
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