New York Biennial Statement: Due Dates and the $9 Fee for LLCs and Corporations
New York Biennial Statement: Due Dates and the $9 Fee for LLCs and Corporations
New York does not require an annual report. Instead, both LLCs and corporations file a Biennial Statement every two years with the Department of State. This filing is straightforward, inexpensive at $9 per filing, and must be submitted online through the Department of State's e-filing system. Missing the deadline can result in your entity being marked as delinquent, which carries real consequences for your business.
What Is the New York Biennial Statement?
The Biennial Statement is New York's replacement for an annual report requirement. Rather than filing every year, LLCs and corporations in New York file this statement once every two years. The filing confirms that your business entity is current with the state and provides updated information about your company.
The New York Biennial Statement is not a tax return. It is a compliance filing with the Department of State that keeps your entity active and in good standing. All active LLCs and all business corporations formed in New York are required to file it. Foreign corporations and LLCs (businesses formed outside New York that are authorized to do business in the state) must also file the Biennial Statement.
Due Dates: The Anniversary Month Rule
The key to tracking your New York Biennial Statement deadline is understanding the anniversary month rule. Your Biennial Statement is due during the calendar month in which you originally filed your formation documents with the Department of State.
Here is how this works in practice:
- If you filed your Articles of Organization (for an LLC) in March 2024, your Biennial Statement is due in March 2026, March 2028, and so on.
- If you filed your Certificate of Incorporation (for a corporation) in September 2023, your Biennial Statement is due in September 2025, September 2027, and so on.
New York gives you the entire calendar month to file. You can submit your Biennial Statement anytime during that month and meet the deadline. However, missing the deadline, even by one day, results in your entity being marked as delinquent on the Department of State's public records.
The $9 Filing Fee
The Biennial Statement filing fee is $9 per filing. This is a flat fee, the same whether you are filing for an LLC or a corporation, regardless of your business size or annual revenue. The fee is paid when you submit your filing online through the Department of State's e-filing system.
The $9 fee covers the Department of State's processing and record-keeping. It is a minimal cost compared to other state compliance filings, but it is non-negotiable. Failure to pay the fee or to file at all does not eliminate the requirement; it simply puts your entity out of compliance.
How to File Your New York Biennial Statement
Filing your Biennial Statement is done entirely online through the New York Business Express system (also called the Department of State E-Corp Online Filing System). If you cannot file online, you can request a paper form from the Statement Unit of the Division of Corporations.
Here is the process:
- Access the e-Statement Filing Service. Go to the New York Business Express portal at https://www.businessexpress.ny.gov/ and log in with your credentials. If you do not have an account, you will need to create one.
- Select Biennial Statement filing. Choose the option to file a Biennial Statement for your entity.
- Provide required information. The system will ask for current information about your business. The specific information required depends on whether you are filing as an LLC or a corporation (see the section below).
- Review and submit. Double-check all information for accuracy before submitting. Once you submit, you cannot edit the filing, so verification before submission is critical.
- Pay the $9 fee. Complete the payment online using the accepted payment methods.
- Receive confirmation. After successful filing, you will receive a confirmation email from the Department of State.
The Department of State processes Biennial Statement filings submitted through the online system the same business day and sends a filing receipt by email. This is generally faster than filing a paper form by mail.
Information Required for LLCs
When filing your LLC's Biennial Statement, you will need to provide current information about your business. The Department of State requires:
- Your LLC name as it appears in your Articles of Organization
- Your LLC's New York Department of State file number
- The address where process can be served on your LLC (this is the address provided to the state when your LLC was formed)
- Any other information requested by the filing form
The form is straightforward and online. Most LLCs can complete and submit their Biennial Statement in under five minutes if they have their formation documents on hand.
Information Required for Corporations
Corporations have a more detailed Biennial Statement requirement than LLCs. In addition to basic identifying information, New York requires corporations to report:
- Your corporation's name as it appears in your Certificate of Incorporation
- Your corporation's New York Department of State file number
- The name and title of your chief executive officer
- Your principal executive office address (the location where day-to-day business operations are conducted or directed)
- The service of process address (where legal documents are delivered to your corporation)
- The number of directors on your board
- The number of your directors who are women
That last requirement, disclosing the number of female directors, is a New York-specific rule designed to promote board diversity transparency. This information is part of the public record and will appear on the Department of State's website.
What Happens If You Miss the Deadline
If you do not file your Biennial Statement by the end of your anniversary month, your entity will be marked as delinquent on the Department of State's public records. This status is visible to anyone who searches your business in the Department of State's public inquiry database at https://apps.dos.ny.gov/publicInquiry/.
A delinquent status creates real problems:
- Public visibility. Banks, vendors, and customers can see that your entity is not in good standing. This affects your business credibility and may complicate financing or partnerships.
- Certificates of Status. The past due status appears on Certificates of Status, which may prevent your entity from completing certain business transactions until you catch up.
- Easy to fix. Filing the overdue Biennial Statement clears the past due status on the Department of State's records.
- Lender and partner checks. Banks and counterparties often ask for a Certificate of Status, and a past due flag can slow those requests.
The solution is simple: file on time. Set a calendar reminder for the month your Biennial Statement is due, and submit it early rather than waiting until the last day.
Do You Need a Registered Agent to File?
No. New York does not require you to appoint a private registered agent. You can file your Biennial Statement yourself, or your accountant, attorney, or business manager can file it on your behalf. The Department of State will accept filings from anyone with login credentials to the e-Statement Filing Service.
If you choose to work with a registered agent or business formation service, that company can handle your Biennial Statement filing for you. However, this is optional and not a requirement of the state.
How to Find Your Entity's Information
If you are unsure of your entity's file number or formation date (which determines your anniversary month), you can search the Department of State's public records for free. Go to https://apps.dos.ny.gov/publicInquiry/ and search by your business name or file number. The search results will show your entity type, formation date, and current status.
This is also the best way to verify whether your Biennial Statement has been filed successfully. After filing, refresh the search after a business day or two, and your filing status should update.
Mark Your Calendar: Sample Timeline
Here is an example timeline for an LLC formed on April 15, 2024:
- April 2024: LLC formation documents filed with Department of State. First Biennial Statement is due April 2026.
- April 2026: First Biennial Statement due anytime during this month. File by April 30 to avoid delinquency.
- April 2028: Second Biennial Statement due.
- April 2030: Third Biennial Statement due. This pattern continues indefinitely.
The process is identical for corporations, with the only difference being the additional information about your CEO and board composition that must be included in the filing.
Frequently Asked Questions
Can I file my Biennial Statement early?
Yes. You can file your Biennial Statement anytime during your anniversary month. Many business owners file early to avoid last-minute delays or oversights.
What if my business information has changed since formation?
Your Biennial Statement should reflect your current business information. For example, if your principal office address has changed since you formed your corporation, report the current address. The Biennial Statement is your opportunity to update your entity's information with the state.
Do I need to file a Biennial Statement if my business is inactive?
Yes. The Biennial Statement is required as long as your entity exists in the Department of State's records. If your business is truly inactive and you want to cease operations, you should formally dissolve or withdraw your entity rather than simply ignoring the Biennial Statement requirement.
Is the Biennial Statement the same as a tax return?
No. The Biennial Statement is a state compliance filing. It has nothing to do with federal or state income tax returns. You may have separate tax filing obligations with the Internal Revenue Service and the New York Department of Taxation and Finance, but those are independent of the Biennial Statement.
What if I file late?
Your entity will be marked delinquent. File as soon as possible even if you have missed the deadline. Contact the Department of State's Division of Corporations if you are significantly overdue and are unsure which statements to file.
Practical Tips for Staying Compliant
Set a calendar reminder. Use your phone, email, or calendar application to set a reminder for your anniversary month. Set it early in the month so you have time to gather information and file.
Keep your formation documents accessible. Store your Articles of Organization (for LLCs) or Certificate of Incorporation (for corporations) in an easy-to-find location. You will need your file number and formation date to complete your Biennial Statement.
Designate a responsible party. If your business has multiple owners, designate one person responsible for tracking and filing the Biennial Statement. Clarify this in your LLC Operating Agreement or corporate bylaws to avoid miscommunication.
File online, not paper. The online system is fast, reliable, and gives you immediate confirmation. There is little advantage to requesting a paper form, which is available from the Department of State only on request.
Bundle with other filings if needed. If you also have state tax registration, licensing, or other compliance tasks coming due around the same time, handle them together to streamline your compliance routine.
When to Consult a Professional
Biennial Statement filing is straightforward enough that many business owners handle it themselves. However, you should consult an attorney or accountant if any of the following apply:
- You are uncertain about the correct information to report (for example, what qualifies as your principal executive office address for a corporation).
- Your entity's status is currently delinquent and you are unsure how to bring it back into good standing.
- You are considering dissolving your entity and are unsure whether filing a Biennial Statement is still necessary.
- Your business has had significant changes in ownership, structure, or operations since formation, and you are unsure what information to report.
A qualified business attorney or CPA can review your entity's situation and ensure your Biennial Statement is accurate and timely.
Summary: The Key Points
New York's Biennial Statement is straightforward: file every two years in your anniversary month, pay $9, submit online, and include current information about your business. For corporations, you must also report your CEO and the number of female directors. Missing the deadline results in past due status on the state's records, which can affect your business credibility and Certificates of Status. The process takes minutes, the cost is minimal, and the benefit is substantial: keeping your entity in good standing and maintaining the liability protection that your LLC or corporate structure provides.
Disclaimer: This article is informational and does not constitute legal or tax advice. The rules for Biennial Statements, including fees, deadlines, and filing procedures, may change. Before filing your Biennial Statement or making decisions about your business entity's compliance, consult with a qualified attorney or tax professional who is familiar with New York law and your specific situation. The New York Department of State's website at https://dos.ny.gov/division-corporations-state-records-and-uniform-commercial-code provides the official rules and forms.