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25 • 2009

Theatrical Production LLCs and the New York Publication Requirement

This article has been updated here: All You Need to Know About New York’s LLC Publication Requirement

New York requires that all domestic and foreign limited liability companies and limited partnerships publish a copy of the articles of organization or a notice related to the formation of the company in two newspapers. The newspapers must be designated by the county clerk of the county in which the office of the entity is located. The publication must appear within 120 days within filing the Articles of Organization, Certificate of Limited Partnership, or Application for Authority, depending on the type of entity (See Section 206 of the Limited Liability Company Law Section 121-201 of the Revised Limited Partnership). Failure to comply with the publication requirement results in the entity’s forfeiture of the right to bring suit in within the New York State court system.

The hassle of fulfilling the publication requirement, in addition to the burdensome cost (which can be upwards of $1,500 in Manhattan) has caused many people to think twice about forming an LP or LLC in New York. (see New York’s Irrational LLC Publication Requirements Hurt Business Owners and Benefit Special Interests) However, there is an exception to the publication requirement for limited partnerships, which has been extended to limited liability companies. A limited liability company or limited partnership is exempt from the publication requirements if it is a theatrical production company and provided the words “limited liability company” or “limited partnership”, respectively, appear in its name (See Section 23.03 of the Arts and Cultural Affairs Law).

New York Arts and Cultural Affairs Law Section 23.03 defines a theatrical production as “live-staged dramatic productions, dramatic-musical productions and concerts… which are shown to the public for profit.” Accordingly, live production companies, including musical touring ventures, will be exempt from jumping through the hoops and paying the additional costs associated with the publication requirement.