Section 206, in plain words
Missed the 120-day deadline? Here's what happens next.
Day zero is the day your Articles of Organization took effect. By day 120, your LLC must have published its notice once a week for six successive weeks in two clerk-designated newspapers, and filed the Certificate of Publication with the Department of State.
That day zero is for an LLC formed in New York. An LLC formed in another state counts its 120 days from the day its New York Application for Authority took effect, and we quote those jobs individually.
Everything on this page traces to the statute and to what the Department of State publishes about it. This page is a trust page, not a fear page, so here is the whole picture, including the parts that work in your favor.
What suspension means
Failure to complete publication and filing within 120 days suspends an LLC's authority to conduct business in New York. The suspension lasts until the certificate is filed. That is the real consequence, and it is worth fixing. It is also narrower than the rumors:
- Your contracts stay valid. The statute preserves the validity of contracts your LLC made. Suspension does not void them.
- Your LLC can still defend an action. The right to defend itself if someone sues the LLC is preserved.
- Bringing its own proceedings can be affected. Suspension can affect an LLC's ability to pursue legal proceedings, and whether it does depends on the circumstances.
- Completing the job annuls the suspension. Completing publication and filing the required proof ends the suspension.
The consequences in any particular case depend on the circumstances. We cannot advise you on what suspension means for a specific contract or dispute of yours. That is a question for your attorney. What we can do is complete the filing that ends the suspension.
Late filing fixes it
Filing the Certificate of Publication late annuls the suspension. There is no additional state late-filing penalty specified under Section 206. The job costs the same, takes the same six weeks of publication, and ends with the same filed proof. A large share of the LLCs we would serve are already past day 120. For them this is not a deadline service. It is a cure, and the cure is complete the day the certificate is filed.
Why the clock is tighter than it looks
The 120 days have to hold the full job, not just the filing at the end:
Verifying your record and settling the route: a few days
A Certificate of Change, if your job needs one: about one to two weeks, and it must be on the record before the first ad runs
Placing the notice: about a week of lead time
The run itself: six weeks, fixed by the statute
The affidavits after the run: about one to two weeks
Filing and state confirmation: a few days
That is roughly ten weeks of work inside a seventeen-week window, if nothing goes wrong. Where your order lands changes what we can honestly promise:
| Days left when you order | What to expect |
|---|---|
| 75 or more | Standard handling. On-time filing expected. |
| 60 to 74 | Workable. We move fast on any county change and confirm the papers' lead times in writing before promising dates. |
| 45 to 59 | Tight. On-time filing is possible only with no county change and cooperative papers. We tell you this in writing before taking the order. |
| Under 45, or already past | The run cannot fit inside the window. We run the job as a cure filing: publication completed as fast as the papers allow, suspension annulled when the certificate is filed. |
Not sure where your LLC stands? Your filing history is public. The Department of State's entity lookup shows whether a Certificate of Publication is on file for your LLC, and our intake check confirms it for every order before any money is spent on newspapers. If it turns out you already complied, we refund in full. See the terms page.