Businesses registering with the Secretary of State’s Office or seeking to add a “Doing Business As” name to their insurance license and/or Certificate of Authority often express surprise when we mention newspaper publication requirements. While it’s true that such requirements are something of a relic, a handful of states continue to include them in their regulatory procedures.
Simply put, newspaper publications are notices to the public that an entity will transact business or use a fictitious/trade name in a particular jurisdiction. It’s a holdover from the time when newspapers played a key role in communicating information to their communities and served as a public record of important events. Currently, there are two situations that may require these publications.
Initial Business Registration
Four states – Nevada, New York, Arizona, and Nebraska – require certain entities that meet their definition of “doing business” to publish their intention to do so in a newspaper of record. The specific requirements vary by state, depending on the entity’s domicile status and business structure.
Who Needs to Publish
New York, for example, requires newspaper publications from foreign and domestic LLCs. On the other hand, Arizona wants publications for foreign and domestic LLCs and corporations unless the business has a physical presence or a Registered Agent in Maricopa or Pima Counties. Nevada asks foreign corporations to publish notices while Nebraska requires notices from domestic corporations and LLCs.
When to Publish
Generally, business owners need to place these public notices as soon as the entity completes its registration with the Secretary of State’s Office. New York offers the longest window with 120 days to file. The number of times the notice must appear also varies by state, with three consecutive weeks being the most common.
Once this initial run of publication ends the business’s obligation is usually met. Nevada operates differently, however; registered businesses must give notice annually on March 31. A new business would wait to publish until the first March 31st after their incorporation/formation.
The Publication Process
The process for publishing the notice is usually straightforward. The notice generally needs to include:
- the company’s true legal name,
- the address of its principal place of business in the jurisdiction, OR
- the address of its Registered Agent,
- the date of issue of its Certificate of Authority, and
- officer/managing member information.
Check with the Secretary of State’s Office or a qualified regulatory services provider to determine the exact requirements in a given jurisdiction.
The choice of newspaper also matters. Regulators want notices to appear in papers published in the jurisdiction that have a certain minimum circulation. Fortunately, most states maintain a list of suitable vendors on their Secretary of State’s Office websites.
The fees involved with running the required notice will vary depending on which vendor the business uses and how many times the notice needs to appear. The length of the announcement may also influence the price. Some regulators also charge a modest processing fee.
Often the final step of the process is providing proof of publication. Some states require businesses to file a specific form and provided affidavits of publication from the newspaper. If a state does not require registrants to submit such a form, the business should retain the proof of publication in its records. It’s a good idea to keep a digital copy as well as the original. The financial penalties for failing to meet these requirements can accrue monthly. Additionally, the entity should not transact business until they give the appropriate notice. Doing so can result in additional regulatory actions and penalties.
Businesses wanting to use a “Doing Business As” name may also need to publish a notice of their intention to do so. The overall process is similar, although the specific information and posting requirements are, obviously, different.
Two states have particularly stringent requirements. Florida requires businesses to publish notices of intent before they submit the filing for DBA approval. (This makes doing the research into name availability even more essential.) The second state, Nebraska, requires domestic and foreign corporations and LLCs to provide proof of publication for DBA use within 45 days of name approval. Failing to file in a timely manner will result in the revocation of the DBA.
County and Municipal Filings
Thus far, we’ve discussed newspaper publication requirements at the state level. Keep in mind, however, that counties and even some municipalities may also want such public notices. Identifying which jurisdictions expect businesses to complete and report newspaper publications can involve significant research. That’s why many business owners opt to use a professional compliance service provider to help them meet these obligations.