Deep Dive11 min readSeptember 12, 2026

By Alexander Stylianoudis

Running a Delaware Company in New York: The Newspaper Bill

To register your Delaware LLC in New York, the state requires you to buy advertisements in two newspapers, once a week, for six consecutive weeks. You do not get to pick the newspapers. The county clerk picks them for you. In Manhattan the bill runs well into four figures.

This is a real law, still in force in 2026, and it catches founders who assume that a requirement this strange must have been repealed. It has not been. Bills to repeal it have been introduced every session since 2019 and none has passed either chamber.

What almost nobody tells you accurately is what happens if you ignore it. In California, letting your company fall out of good standing makes your contracts voidable by the other party. New York does suspend you for not publishing. But the very sentence that suspends you then protects your contracts, your limited liability, and your right to defend yourself in court. What you lose is narrower: the ability to be the one who sues.

That distinction is the single most useful thing on this page. It is why the newspaper bill, while irritating and worth paying, is not the emergency that the services selling publication packages would like it to be.

This post covers what publication actually involves, why a Delaware LLC pays more for it than a New York one, what the consequences of skipping it genuinely are, and where New York's real costs sit, which is not where most people look. If you are still choosing a state, read where to incorporate your business first. This assumes the Delaware entity exists and you are operating from New York.

This article is for general information only and does not constitute legal, tax, or financial advice. Laws and regulations change frequently. Consult a qualified professional before making decisions based on this content.

The ritual

Section 802 of New York's Limited Liability Company Law requires that within 120 days after you file your Application for Authority, notice of the registration be published "once in each week for six successive weeks, in two newspapers of the county within this state in which the office of the foreign 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."

Four details matter, and vendor copy routinely gets the first one wrong:

The 120 days run from filing the application, not from forming the company and not from starting business in New York.
The county is whichever one you named in the application, and the clerk of that county designates the papers. Queens, for instance, runs a rotating assignment list. You do not choose, and publishing in a paper the clerk did not designate does not count.
Both papers are required, one daily and one weekly.
Afterwards you file a Certificate of Publication with the affidavits from both papers annexed, which costs $50.

There is a specific clause that explains why Manhattan is expensive. Where the county sits in a city of a million or more, the statute directs that the designation be made "as though the copy or notice were a notice or advertisement of judicial proceedings." In practice that routes Manhattan filings to a legal-notice daily with legal-notice rates.

What it costs, and why yours costs more

New York does not publish a price list, and neither do the county clerks. The figures below are what publication vendors and New York accountants consistently report, not official rates, so treat them as the right order of magnitude rather than a quote:

County	Typical two-paper, six-week run
New York (Manhattan)	roughly $1,200 to $2,400
Kings (Brooklyn)	roughly $800 to $1,750
Queens	roughly $700 to $1,500
Albany	roughly $100 to $400

Add the $50 certificate fee to any of them. One caveat that matters for you specifically: those are the figures usually quoted for a New York LLC. A Delaware LLC should budget above them, for the reason in the next paragraph.

Here is the part that no "New York publication cost" article seems to mention: a Delaware LLC pays more than a New York one. Newspapers charge by the line, and Section 802 requires a longer notice for a foreign LLC than Section 206 requires for a domestic one. Section 802 enumerates ten line items against Section 206's eight, and the extra ones are pure Delaware overhead: the jurisdiction and date of organization, the address of the office in the home jurisdiction, and the name and address of the Delaware official who filed your certificate. One law-firm analysis that priced the two separately put the foreign premium in New York County at roughly $650 to $1,000, which would put a Delaware LLC publishing in Manhattan nearer $1,800 to $3,400. So the Delaware wrapper costs you extra at exactly the moment you are already paying the most.

The tempting move is to name a cheap county. New York's own form invites the thought: the Application for Authority tells you, in a parenthetical, that "the limited liability company is not required to have an actual physical office in New York State." New York has no penalty provision aimed at designating a cheap county and the Department of State has issued no opinion against it. But the statute asks for the county where the office "is to be located", so a company with a real Manhattan office naming Albany is making a questionable statement on a filed document. Treat it as a grey area rather than a sanctioned option. It is also not free: the county you designate is treated as the company's residence for venue purposes, so you can be sued there and will usually have to defend there. Trading a $2,000 newspaper bill for the obligation to litigate in Albany is a real trade, not a hack, and whether it is a good one depends on facts this page does not know about you.

What actually happens if you skip it

The statute suspends you. Miss the 120 days and "the authority of such foreign limited liability company to carry on, conduct or transact any business in this state shall be suspended."

Then it immediately takes most of that back. The same section says failure to publish, or the resulting suspension, "shall not limit or impair the validity of any contract or act" of the company, nor any counterparty's rights or remedies, nor any other party's right to bring an action against you, nor "the right of such foreign limited liability company to defend any action or special proceeding in this state," nor does it make any member, manager, or agent personally liable for the company's obligations.

Read that against California, where contracts signed while the company is forfeited are voidable at the other party's request and the entity cannot maintain an action until it is revived. New York's suspension leaves your contracts intact, your limited liability intact, and your ability to defend yourself intact. Curing it is equally undramatic: file the certificate with proof of publication and the suspension "shall be annulled." There is no late fee, no penalty, and no interest. The $50 does not go up.

One thing the statute does not preserve is your ability to be the plaintiff, and on this point the law is genuinely unsettled rather than simply harsh. The Appellate Division has held that failure to comply "precludes a limited liability company from maintaining any action or special proceeding in New York." Lower courts since have split on whether publishing late fixes a case you already filed: two 2025 and 2026 decisions held that compliance annuls the suspension and the case proceeds, while several others, including at least two in 2026, held the defect could not be cured once the case was under way. All of that case law concerns domestic LLCs under Section 206; no decision applying it to a foreign LLC under Section 802 appears to exist, though the wording is materially the same.

So the honest summary is narrower than either the scare version or the dismissive one. Skipping publication will not cost you your contracts or your liability shield. It may well cost you the ability to sue someone until you fix it, and depending on the judge, fixing it afterwards may not rescue a case you have already started. There is also a quieter cost. A suspended company's Department of State record shows no certificate of publication, and banks, landlords and title companies routinely look. That is a bad position to be in if you ever need to chase an unpaid invoice or sign a lease, and it is entirely avoidable for the price of the ad.

The tax nobody mentions, and the one everybody does

Having paid for the newspapers, most founders brace for a California-style annual bill. It does not come.

New York's annual LLC filing fee is based on New York source gross income and runs from $25 to $4,500. But that table only applies to LLCs taxed as partnerships. A single-member LLC treated as a disregarded entity pays a flat $25, no matter what it earns. Add the biennial statement at $9 every two years and New York's direct charge on the entity is under $30 a year. California charges $800 before you have earned a dollar.

New York is not cheaper, though. It just bills somewhere else.

If you operate in New York City, the Unincorporated Business Tax applies at 4% of business income allocated to the city. You must file once total gross income exceeds $95,000, measured before any deduction for cost of goods sold, and it reaches any unincorporated entity carrying on a trade or business wholly or partly in the city. Where the company was formed is irrelevant; a Delaware LLC operating from a desk in Brooklyn is squarely inside it.

Two allowances soften it. There is a deduction for the owner's own services, capped at the lower of 20% of income or $10,000, and a $5,000 exemption. Then a credit wipes out the tax entirely where it comes to $3,400 or less, which in practice covers roughly the first $85,000 of taxable income after those allowances, phasing out completely by $5,400. If you live in the city, you also get a partial credit against your New York City personal income tax for UBT paid, worth 100% at low city taxable income and sliding down to 23% at $142,000 and above. Partial, not full.

One 2026 change worth knowing because every older article has it wrong: the Metropolitan Commuter Transportation Mobility Tax on self-employment earnings now starts at $150,000 for tax years beginning on or after 1 January 2026, up from $50,000, at 0.60% inside the five boroughs.

What New York does not ask for

Two things that cost money in other states and nothing in New York.

You do not need a New York registered agent. The Secretary of State is by law the agent for service of process on every foreign LLC, and your application simply gives an address where process gets forwarded. You will still pay a Delaware agent, because Delaware still requires one.

And as the law stands in September 2026, you have no New York LLC Transparency Act obligation. This is worth stating plainly because most of what was written about it in 2024 and 2025 is now wrong. The Act took effect on 1 January 2026 and defines a reporting company by reference to the federal definition, which FinCEN narrowed in March 2025 to cover only entities formed under the law of a foreign country. The Legislature passed a bill to decouple New York from that narrowing; the Governor vetoed it on 19 December 2025. The Department of State's own guidance now states that domestic LLCs and LLCs formed in another state and authorized in New York "are exempt from reporting requirements." A Delaware LLC files nothing, not even an attestation of exemption. Only LLCs formed outside the United States are caught.

Leaving Delaware is harder in New York than in California

California lets a foreign LLC convert straight into a California LLC with one $70 filing. New York has no equivalent. There is no inbound domestication statute for LLCs, so the route is to form a brand new New York LLC at $200, then merge the Delaware company into it, with a certificate of merger at $60.

And forming that New York LLC triggers Section 206, which is the publication requirement all over again. You would pay the newspapers twice.

Set against what you save, which is Delaware's $400 annual franchise tax from tax year 2026 plus a registered agent at roughly $125, call it $525 a year, and the payback period stretches badly once a second Manhattan publication run is in the calculation. In California the exit pays for itself in about a year. In New York it may not pay for itself at all.

The practical conclusion is the opposite of the Californian one. In California, if Delaware is doing nothing for you, leaving is cheap and sensible. In New York, the sunk newspaper bill is an argument for staying put. Register the Delaware company in New York, publish once, and get on with it.

If the prior question is still open, whether the company should be in Delaware at all, the free quiz scores your actual situation and the tax calculator shows the full federal-plus-state picture for your numbers.

FAQ

Does a Delaware LLC have to publish in newspapers in New York?

Yes. LLC Law Section 802 requires a foreign LLC registering in New York to publish notice once a week for six successive weeks in two newspapers, one daily and one weekly, designated by the clerk of the county named in its Application for Authority, within 120 days of filing that application. A Certificate of Publication is then filed with the Department of State for $50.

What happens if you do not publish?

Your authority to do business in New York is suspended. However, the statute expressly preserves the validity of your contracts, the other party's rights and remedies, your right to defend an action, and members' limited liability. The main practical exposure is that you may be unable to bring a lawsuit until you comply, and courts are currently split on whether publishing late rescues a case already filed. Filing the certificate annuls the suspension, with no penalty or late fee.

How much does New York LLC publication cost?

It depends almost entirely on the county. Publication vendors and New York accountants report roughly $1,200 to $2,400 in Manhattan, $700 to $1,750 in Brooklyn and Queens, and $100 to $400 in a county such as Albany, plus the $50 certificate fee. Those are the figures usually quoted for a New York LLC. A foreign LLC's notice is statutorily longer, so a Delaware LLC pays more in the same county: one analysis put the premium at roughly $650 to $1,000, which would mean nearer $1,800 to $3,400 in Manhattan.

What does a Delaware LLC pay New York every year?

If it is a single-member LLC treated as a disregarded entity, a flat $25 annual filing fee plus a $9 biennial statement. LLCs taxed as partnerships pay a fee from $25 to $4,500 based on New York source gross income. The larger cost for a New York City business is the 4% Unincorporated Business Tax. Filing is required once gross income exceeds $95,000, and allowances plus a credit eliminate the tax itself at lower income levels.

Does the New York LLC Transparency Act apply to a Delaware LLC?

Not as the law stands in September 2026. After a December 2025 veto of the bill that would have decoupled New York from the narrowed federal definition, the Act reaches only LLCs formed under the law of a foreign country. The Department of State's guidance confirms that LLCs formed in another US state and authorized in New York are exempt, with nothing to file.

Sources

Primary sources for the rates and rules cited in this article:

Get the next one

An email when there is something worth knowing: state fee changes, filing deadlines, and the parts formation services leave out of the checkout page. No weekly newsletter.

By submitting, you agree to receive occasional emails from IncorpAssist (incorporation notes and partner discounts). Unsubscribe anytime. See our Privacy Policy and Terms.

About the author

Alexander Stylianoudis · Legal and Financial Executive

Alexander has spent over 15 years working with US, UK, Canadian, and European companies. He built IncorpAssist after getting tired of searching for objective incorporation guidance and finding formation-service marketing instead.