Accounting
Which states have publication requirements for business entities?
When your business clients form a limited liability company or corporation — or they make certain changes to their entity — they may be required to publish a notice in a local or legal newspaper. Some states have publication requirements to inform the public about new business entities and changes to existing entities. It’s critical that business owners comply with their state’s rules, or they could face fines and other penalties.
In this article, I’ll discuss the states that require public notices and provide some details about when, where, and for how long the notices must appear. The exact information states require companies to include in their published notices vary. It’s important that your clients check with their state or talk with an attorney to ensure they disclose all of the required information.
Arizona publication requirements
In most Arizona counties, LLCs and corporations must publish a public notice of their formation. The Arizona Corporation Commission automatically publishes a notice in the Public Notice section of its website for entities in Maricopa and Pima counties with more than 800,000 persons. Entities in other counties must publish their own notice in a newspaper. If your clients are in a county other than Maricopa and Pima, you can direct them to ACC’s
Although optional, business owners may file the Affidavit of Publication (verification of publication) issued by the newspaper with the ACC. If they opt not to file the Affidavit of Publication with the ACC, the entity should retain it with its other business records.
Arizona LLC publication rules
A new
Arizona corporation publication rules
A new corporation must publish a copy of its Articles of Incorporation in a general circulation newspaper if its known place of business is in any Arizona county other than Maricopa or Pima counties. It’s required to do so within 60 days after the corporation’s Articles of Incorporation are approved by the ACC.
Georgia publication requirements
Georgia requires that corporations formed in the state and all companies registering for a trade name publish a notice. Business owners should keep a copy of the publisher’s affidavit as proof of publication.
Georgia corporation publication rules
The notice of intent to incorporate and a $40.00 publication fee must be delivered to the newspaper no later than the business day after the corporation files its Articles of Incorporation with the Georgia Secretary of State office. The notice must be published within 10 days after the newspaper receives it, and it must appear in the publication once per week for two consecutive weeks.
The Secretary of State requests corporations to use the format below when submitting their notice:
NOTICE OF INCORPORATION
Dear Publisher:
Please publish once a week for two consecutive weeks a notice in the following form:
Notice is given that articles of incorporation that will incorporate (Name of Corporation) have been delivered to the Secretary of State for filing in accordance with the Georgia Business Corporation Code (or Georgia Nonprofit Corporation Code). The initial registered office of the corporation is located at (Address of Registered Office) and its initial registered agent at such address is (Name of Registered Agent).
Enclosed is (check, draft or money order) in the amount of $40.00 in payment of the cost of publishing this notice.
Sincerely,
(Authorized signature)
Georgia trade name publication rules
Nebraska publication requirements
New LLCs and corporations in Nebraska must publish a notice of their formation. Nebraska also requires notices of amendments to entities’ formation documents, mergers, entity conversions (i.e., changing entity type), domestication changes, and voluntary dissolutions. The state also requires businesses that file a trade name to publish a notice. Entities must file proof of notice of publication with the Secretary of State office.
Nebraska LLC publication rules
An
If an existing LLC makes a change (e.g., an amendment to its certificate of organization, a merger, conversion or domestication), it must publish a notice summarizing the change for three successive weeks in a legal newspaper of general circulation near its principal office.
In the case of a dissolution, the LLC must publish a notice in a legal newspaper of general circulation for three consecutive weeks.
Nebraska corporation publication rules
A
Nebraska trade name publication rules
If a business files to use a DBA in Nebraska, it must
New York publication requirements
In New York State, new domestic LLCs and foreign LLCs must publish a notice of their formation (domestic LLC) or authority to conduct business (foreign LLC). After publication, companies must submit a Certificate of Publication and affidavits from the newspapers to the New York Department of State.
New York LLC publication rules
A
The state requires the notice to be published in two newspapers (one daily newspaper and one weekly newspaper) designated by the county clerk where the LLC is located once per week for six consecutive weeks.
Failure to publish a notice could result in suspension of an LLC’s authorization to conduct business in New York.
Pennsylvania publication requirements
New corporations and all businesses using a DBA in Pennsylvania must fulfill the state’s “advertising requirements.”
Pennsylvania corporation publication rules
New corporations in Pennsylvania must
While Pennsylvania does not specify specific deadlines for publishing notices nor consequences for failing to fulfill the corporation publication requirements, noncompliance could be risky. For example, a court might determine that the entity pierced the corporate veil, thereby losing its capacity to sue in the state and compromising its shareholders’ and board members’ personal liability protection against the corporation’s debts.
The PA secretary of state office does not require proof of publication, but it’s recommended that the business keep affidavits of publication from the newspapers and retain them with other corporate records.
Pennsylvania fictitious name publication rules
If a business (any entity type) will do business under a fictitious name and it has listed an individual in Box 4 of the Registration of Fictitious Name form [DSCB:54-311]), it must
The advertisement must appear in two newspapers of general circulation (one a legal newspaper, if possible) in the county where the business is located. The notice may appear before or after the business files its fictitious name application with the state. Business owners should keep proof of publication in their company’s records.
States requiring only DBA public notices
Several states without publication requirements for LLC and corporation formations require companies to publish DBA notices in a newspaper or legal publication:
California – A registrant must publish a notice 30 days after filing a fictitious business name statement in an approved local general circulation newspaper near the company’s principal place of business. The public notice must appear once each week for four consecutive weeks. Within 30 days of the final published date, the registrant must file an affidavit of publication with the city or county office.Florida – In Florida, a business must advertise its fictitious name at least once in a newspaper in the county of its principal place of business. The state does not require proof of advertisement.Illinois – A notice of an assumed name filing must appear in a general circulation newspaper in the county of filing once weekly for three consecutive weeks. The first publication should occur within 15 days after the business files its assumed name certificate with the county clerk. Proof of publication must be submitted to the county clerk within 50 days of the assumed name certificate filing date.Minnesota – An individual or entity must publish its Certificate of Assumed Name for two consecutive issues in a qualified legal newspaper where the principal place of business resides. The company should keep the affidavit of publication in its records in case it needs proof that it published the required notice.
Where your clients can find additional information
Secretary of state offices and other agencies that oversee business affairs in your clients’ states usually provide information about publication requirements on their websites. If your clients have questions or don’t find what they need there, they can get the details they need by calling or emailing those resources or reaching out to their attorney for guidance.
CSX Corp. received a subpoena from the U.S. Securities and Exchange Commission focused on previously disclosed accounting errors and certain non-financial performance metrics.
The subpoena asked the
“While the company believes its reporting complied with applicable requirements in all material respects, the company cannot anticipate the timing, scope, outcome or possible impact of the investigation, financial or otherwise,” CSX said.
The filing didn’t include details about the non-financial performance metrics the SEC was scrutinizing. The Jacksonville, Florida-based company didn’t immediately respond to requests for comment.
CSX in August
The mistakes weren’t deemed material enough by CSX to trigger a formal restatement of previously published financial statements. It fixed the errors via revision, a correction that companies quietly tuck into their regulatory filings without the fanfare of a special SEC filing.
The concern extended as far back as 2021, and the revisions spilled over into how CSX made pension-related adjustments to other comprehensive income. They also required the company to reclassify certain balance sheet items, according to the August filing.
While the mistakes weren’t material to prior periods, CSX said they would have been significant to 2024’s full-year results if they were repeated in this year’s second quarter.
Unaltered behavior; playing chicken; out on a rail; and other highlights of recent tax cases.
West Palm Beach, Florida: A federal district court has issued a permanent injunction against tax preparer Gregory Salgado, both individually and d.b.a. GMJ Real Investments Inc. and Cuba Salgado Tax & Real Estate.
Salgado is barred from preparing returns, working for or having any ownership stake in a tax prep business, assisting others to prepare returns or set up business as a preparer, and transferring or assigning customer lists to any other person or entity. The court also ordered him to pay $85,000 in gains from his tax prep business. Salgado agreed to both the injunction and the order to pay.
The complaint alleged that Salgado pleaded guilty in 2012 to filing a false personal return and filing a false return for another taxpayer and that the IRS assessed more than $500,000 in civil penalties against him for willfully underreporting tax on returns he prepared for clients.
According to the complaint, neither Salgado’s conviction, 33-month incarceration nor civil penalties altered his behavior. After his release from prison in 2015, Salgado continued to prepare thousands of returns for clients that either reduced their tax liability or inflated their refund claims. He did this largely by falsifying or overstating itemized deductions, fabricating or overstating business income and expenses and falsifying filing statuses and dependents.
Salgado must send notice of the recent injunction to each person for whom he or his business prepared federal returns, amended returns or claims for refund between Jan. 1, 2019, to the present. The court also ordered him to post a copy of the injunction at all locations where he conducts business and on his business’s website.
Cincinnati: Restaurateur Richard Bhoolai, 65, has been convicted of failing to pay taxes he withheld from employees’ wages.
He owned and operated Richie’s Fast Food Restaurants Inc., an S corp used to operate three area fried chicken restaurants since 1991. Bhoolai employed 22 to 34 employees between at least 2017 and 2018 and during that time withheld taxes from employees’ wages but did not pay them over to the IRS. Prior to that period, Bhoolai had not paid over such taxes from earlier years and the IRS had assessed a penalty against him.
Bhoolai instead used money from the businesses for his personal benefit, including gambling.
He faces up to five years in prison for each count of failure to pay taxes.
Bakersfield, California: Miguel Martinez, a Mexican national, has been sentenced to six years in prison for leading a $25 million fraud against the IRS.
From November 2019 through June 2023, Martinez, who previously
Martinez used several people to allegedly help carry out the scheme, including a local tax preparer and a former IRS tax examiner who advised Martinez. In exchange, Martinez paid them thousands of dollars and took them out to lavish dinners.
The IRS paid out $2.3 million in refunds. When federal agents arrested Martinez and searched his three homes, he was found with $750,000 in fraudulent refund checks, ID cards for more than 200 individuals and multiple firearms that he could not lawfully possess due to his illegal status in the United States.
He also lied to government agents in the beginning of the investigation, initially saying that he had no knowledge of or involvement in tax prep for others and that he just sold gold and ran a party rental business. He also said that he did not know others who were involved in the scheme and had no relevant evidence.
Kansas City, Missouri: Tax preparer Ebens Louis-Loradin has been sentenced to 20 months in prison and ordered to pay $722,121 in restitution for a fraud in which he filed clients’ federal income tax returns that contained false information.
Louis-Loradin, a tax preparer since 2012 and who
He admitted that he engaged in the scheme from 2013 to 2020. Phony claims on the returns included dependents, inflated withholding amounts, credits for child and dependent care expenses, American Opportunity Credits and the Earned Income Tax Credit, itemized deductions and business losses.
The fraud caused a total federal tax loss of $953,873. Many of his clients, who told investigators they weren’t aware of the false items he placed on their tax returns, have been paying back the IRS for the refund overpayments.
Louis-Loradin also failed to file personal federal income tax returns for 2016 to 2018 and fraudulently used multiple IDs, including those of children, in his scheme.
Springbrook, Wisconsin: Gregory Vreeland, who owns and operates Wisconsin Great Northern Railroad of Spooner, Wisconsin, which provides recreational train rides and rail car storage and rail switching services, has been sentenced to a year and a day in prison for failure to pay employment taxes.
Vreeland, who previously pleaded guilty and who also co-owned and operated the Country House Motel and RV Park, was Great Northern’s president and the motel’s managing partner and was responsible for the companies’ financial matters, including the filing of employment returns. He failed to file employment tax forms for Great Northern from the end of 2017 through all of 2021 and failed to pay over the associated employee withholdings for that same period. Vreeland also failed to file employment tax forms for the motel from the third quarter of 2015 through the third quarter of 2020 and failed to pay over the associated employee withholdings for that same time. He used the withholdings to instead expand Great Northern’s operations and to buy a personal residence.
Vreeland received civil notices from the IRS for non-payment, which he initially ignored and made no attempt to cooperate with the service until it began levying his bank accounts.
Raleigh, North Carolina: Tax preparer Fwala Serge Muyamuna, 55, of Wake Forest, North Carolina, has pleaded guilty to 24 counts of aiding or assisting in the preparation of fraudulent returns and one felony count of obstructing justice.
Muyamuna was sentenced to 16 to 29 months in prison; the sentence was suspended and Muyamuna was placed on supervised probation for two years. Muyamuna was also ordered to serve four days in custody, pay $34,257.10 in restitution, perform 150 hours of community service and no longer prepare North Carolina tax returns.
Muyamuna, the manager, operator and tax preparer of Tax Experts/D & V Taxes and Accounting/DV Taxes, aided or assisted in the preparation of 24 false North Carolina individual income tax returns for clients for 2018 to 2021. Muyamuna also told a client to not cooperate with the investigation or speak with IRS agents.
Hanson, Massachusetts: Business owner Kenneth Marston has pleaded guilty to failing to pay employment taxes.
From 2015 through 2018, Marston owned and operated Bowmar Steel Industries, which engaged in steel fabrication, and Teleconstructors Inc., which provided installation services on cellular phone towers. During that time, Marston falsely treated his employees as independent contractors and failed to withhold employment taxes on more than $3.8 million in combined wages. Marston avoided reporting and paying $1 million in employment taxes owed to the IRS.
Failure to pay over taxes provides for up to five years in prison, three years of supervised release and a fine of $250,000 or twice the gross gain or loss, whichever is greater. Sentencing is Jan. 3.
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