On April 30, 2026, Justice Boddie of the Kings County Commercial Division issued a decision in Credit League, LLC v. Cella Bella’s Hospice Corp., 2026 NY Slip Op. 31905(U), holding that an LLC’s failure to abide by the statutory publication requirements when it was formed prevent it later from suing, explaining:
Limited Liability Company Law § 206 requires limited liability companies to publish their articles of organization or comparable specified information for six successive weeks in two local newspapers designated by the clerk of the county where the limited liability company has its principal office, followed by the filing of an affidavit with the Department of State, stating that such publication has been completed. Failure to comply with these requirements precludes a limited liability company from maintaining any action or special proceeding in New York.
Here, it is undisputed that plaintiff was not in compliance with Limited Liability Company Law § 206 at the time this action was commenced. It is undisputed that plaintiff did not file the required affidavit of publication with the Department of State until April 2, 2026, fifteenth months after it commenced the instant action and two months after the defendant’s filing of the instant motion.
When courts have been presented with the issue of whether a plaintiffs undisputed failure to comply with Limited Liability Company Law § 206(a) warrants dismissal, or whether such a defect is curable and may be overlooked, courts in both the First and Second Departments have consistently held in recent years that noncompliance is fatal and cannot be cured after the fact.
As emphasized in One Stone Lending:
The fact is that plaintiff started a case when it did not have the capacity to do so. It does not matter that plaintiff later may have rectified this error. Simply put, what would be the purpose of the legislature creating strict statutory requirements for LLCs to publish only for the courts to give a plaintiff a chance to comply if and when a defendant raises it as a defense? This court cannot condone the LLC’s practice of ignoring the statute, unless and until it is caught, and then pretending it shouldn’t make a difference.
The Appellate Division expressly affirmed dismissal of an action based on the plaintiffs failure to comply with the publication requirements of LLC Law § 206(a) in the binding Second Department decision in Small Step Day Care, LLC. Accordingly, because the undisputed facts establish that plaintiff was not in compliance with New York Limited Liability Company Law § 206(a) at the time it commenced this action. and because such noncompliance is not a curable defect under binding Second Department precedent, plaintiff is statutorily precluded from commencing or maintaining the instant action.
(Internal quotations and citations omitted).