Recently, my now adult children have taken to shooing me out of the kitchen after holiday meals and tackling the chore of post-dinner clean-up on their own. I couldn’t be happier at this new turn of events. After the work of putting together a big family dinner, it is a real joy to sit comfortably in the next room listening to them laughing and chatting as they take care of all the chores that need to be done.
Wouldn’t it be great to have someone to manage clean-up tasks in every walk of life, including corporate filings? In some states, specific tasks are required after you file to form an entity, amend its charter, merge, dissolve, register an assumed name, etc.
Let’s focus in on two fairly common tasks: publication and county recording.
Publication
Several states require that notice of a variety of corporate filings be published in a newspaper of general circulation—and states differ on what fulfills this publication requirement. Assumed name filings have different publication requirements than other types of filings, and some states which require publication of assumed names may not require publication of other filings. Only Georgia, Nebraska, and Pennsylvania require publication for both assumed names and other types of filings.
States Requiring Publication of Notice for Voluntary Assumed Names
| State | Assumed Name Filings Requiring Publication | Notice Requirements | File Proof of Publication? |
|---|---|---|---|
| California | Initial registration amendment, renewals that change information or are made 40 days after expiration date. | Once in a newspaper of general circulation in the county of filing. If no paper exists, an adjoining county. | Yes. Affidavit must be filed with county clerk. |
| Florida | Initial registration. | Once in a paper that publishes at least once a week, with at least 25% of its content in English, and is for sale to general public. Publication is done prior to registration. | No |
| Georgia | Initial registration, any change of ownership. | Once a week for 2 weeks in a paper in which the sheriff's advertisements are printed. | No |
| Minnesota | Initial registration or amendment. | 2 consecutive issues in a qualified legal newspaper, in the county where principal place of business is located. | No |
| Nebraska | Initial registration. | Once in a newspaper of general circulation in the city or village of location. If there are none, within the county. | Yes. Proof of publication must be filed within 45 days or filing is canceled. |
| Pennsylvania | Initial registration. | Once in 2 newspapers of general circulation in the county where the business is located, one of which is a legal paper. If only one newspaper exists in the county, that will be sufficient. | No |
States with Publication Requirements for Other Corporate Filings
| State | Entity Types Affected | Filings Requiring Publication | Notice Requirements | Proof of Publication Required? |
|---|---|---|---|---|
| Arizona* | Domestic and foreign business nonprofit corporations, LLPs, LLLPs, and domestic LLCs. | Formation, amendment, merger, dissolution, withdrawal, and/or qualification. | 3 consecutive publications in a county newspaper from the county of entity’s known place of business.* | No |
| Georgia | Domestic business and nonprofit corporations. | Incorporation, name change amendments, mergers, and/or dissolutions. | Once a week for 2 consecutive publications in a newspaper meeting certain requirements in county of registered office. Listing of approved papers available. | No |
| New York | Domestic and Foreign LLCs, LPs, and LLPs. | Formation, conversion, and/or qualification. | 6 consecutive publications in 2 newspapers (at least 1 daily paper) in county of registered office. Newspapers designated by county clerk. | Yes |
| Nebraska | Domestic LLCs, corporations, and nonprofit corporations. | Formation, amendment, conversion, merger, and/or dissolution. | 3 consecutive publications in a legal newspaper of general circulation near the designated office of the company. | Yes |
| Nevada | Foreign corporations and nonprofit corporations only. | Requirement is not tied to a specific filing, but foreign corporations must publish an annual statement listing name of the corporation, name and title of the corporate officer submitting the statement, principal office address, and the address of the company’s office in Nevada, if any. | Must be published in 2 issues of a newspaper with a total minimum weekly circulation of 1,000. Must be published by March 31 or, if the corporation’s fiscal year is not a calendar year, no later than the end of the 3rd month after the close of the fiscal year. | No |
| Pennsylvania | Domestic and foreign business and nonprofit corporations. | Incorporation, dissolution, and/or termination of authority. | Single publication in 2 newspapers (general circulation and legal newspaper where possible) in county where business is located. | No |
County Recording
Many states have county requirements when filing voluntary assumed names. In some states, assumed names are filed at the county or municipality rather than the state’s corporate registry. Other states only require that copies of state filings be recorded with the county rather than filing a separate form.
States with County Filing Requirements for Voluntary Assumed Names
| State | Voluntary Assumed Name County Filing |
|---|---|
| Arizona | Optional to further protect name. |
| Arkansas | File at state, record a certified copy of the filing in the county. |
| California | File in county only. |
| Connecticut | File in municipality only. |
| Delaware | File in county only. |
| Kentucky | File at state, record in county. |
| Massachusetts | File in municipality only. |
| Nevada | Trade names are filed at the state, assumed names are filed in county (only if doing business in the county under in that name). |
| North Carolina | File at county, data is forwarded to central state database under new statutes.* |
| South Dakota | May file either at state or county. |
| Texas | File at state and county. |
| Virginia | File at the county and record a certified copy of the filing with the Secretary of State. |
Beyond voluntary assumed name filings, Kentucky is currently the only state with a county recording requirement for corporate filings.
| State | Entity Types Affected | Filings Requiring County Recording |
|---|---|---|
| Kentucky | Domestic and foreign corporations, LLCs, LPs, LLPs, and business trusts. | Formation, application for authority, amendment, merger, and/or address change. |
Those Devilish Details
As you can see, filing with the corporate registry is often not the last thing to be done when forming an entity, making a change, or registering an assumed name. It is important to pay close attention to these additional requirements to ensure a company is compliant with each state it is registered in.
Want a little assistance with this clean-up? A knowledgeable service company can stay on top of all these filing requirements for you so you can sit back and relax, knowing that the job is done.
This article is provided for informational purposes only and should not be considered, or relied upon, as legal advice.
