New York Biennial Statement: What It Is, Who Has to File, and When

Every active LLC and corporation in New York State is required to file a Biennial Statement with the Department of State every two years. While not overly onerous, it is a commonly missed business obligation. Missing it can mark your business as past due in state records, block your ability to obtain a Certificate of Good Standing, and potentially interfere with financing, real estate closings, and business licenses.

This page explains exactly what the Biennial Statement is, who has to file it, when it is due, what it costs, and what happens if you miss it.

What Is a Biennial Statement?

A Biennial Statement is a mandatory filing submitted every two years to the New York Department of State. It is New York's equivalent of what most other states call an annual report — except it is filed every two years rather than annually, and it is far simpler than a typical annual report.

For LLCs, the Biennial Statement is governed by Section 301(e) of the New York Limited Liability Company Law. For business corporations, it is governed by Section 408 of the Business Corporation Law.

The purpose of the filing is to give the Department of State current, accurate information about your business — primarily to ensure that legal documents and process notices can reach you. A business that has moved without updating its address with the state risks having lawsuits and legal notices sent to an old address, with no way of knowing.

Who Has to File

The following entities are required to file a Biennial Statement with the New York Department of State:

Domestic LLCs — Any LLC formed under New York State law, regardless of whether it is actively conducting business, must file as long as it remains open in the state's records.

Foreign LLCs — Any LLC formed in another state or country that is authorized to do business in New York must also file.

Domestic business corporations — Any corporation incorporated under New York law.

Foreign business corporations — Any corporation incorporated outside New York that is authorized to do business in the state.

One important nuance: Even if your LLC or corporation is not actively conducting business, if it is still open in the Department of State's records, the filing is required. Many business owners assume that an inactive entity has no obligations — this is incorrect. As long as the entity has not been formally dissolved, the biennial filing requirement applies.

When Is It Due

New York uses an anniversary-based deadline system rather than a fixed calendar date. Your Biennial Statement is due every two years during the calendar month in which your LLC or corporation was originally formed or registered with the Department of State.

How to find your anniversary month: Look at your original DOS filing receipt, or search your entity in the New York Department of State's Corporation & Business Entity Database. Your anniversary month is listed under "Initial DOS Filing Date." The month of that date is your filing month.

Examples:

One critical rule: You cannot file early. The Department of State's e-Statement Filing System will not accept your filing before the first day of your anniversary month. You can file any time during that month, up to the last day.

Does the state send reminders? Sometimes, but not reliably. If an email address is on file with the Department of State, they may send a reminder notice at the beginning of your due month — but this is not guaranteed. Many business owners miss their filing simply because they forgot and received no reminder. This is the exact problem that our free email reminder service is designed to solve.

What It Costs

The state filing fee is $9. That is the only fee the Department of State charges for the Biennial Statement. There are no late fees in the traditional sense — but there are consequences for not filing, which are described below.

How to File It Yourself

The Biennial Statement must be filed online. You can use the e-Statement Filing Service at filing.dos.ny.gov. Please be aware that the e-Statement Filing Service can only be used on the anniversary month of your business, and that their website is not operational on the weekends or at night.

What Happens If You Miss It

There is no monetary late fee in New York for missing the Biennial Statement deadline. However, the consequences are real and can be disruptive.

Your entity will be marked past due in the Department of State's public records. This is visible to anyone who searches your business in the state's database — including lenders, landlords, potential business partners, and government agencies.

You will be unable to obtain a Certificate of Good Standing. A Certificate of Good Standing (also called a Certificate of Status) is a document that confirms your business is current with all state filings. A past-due biennial filing can restrict financing, licensing, real estate closings, and other business transactions until the filing is completed. Many banks, lenders, and commercial landlords require a Certificate of Good Standing before they will work with a business.

Legal process risk increases. One of the primary purposes of the Biennial Statement is to keep your service of process address current. If you move and never update your address, lawsuits and legal notices will be sent to your old address. You may not learn about them until it is too late to respond — potentially resulting in a default judgment against your business.

How to fix a missed filing: The good news is that a past-due status is curable at any time. Corporations and LLCs can clear a past-due status by filing all overdue biennial statements and paying $9 per filing. There is no penalty beyond the $9 per missed cycle. Once filed, the past-due designation is removed and your good standing is restored.

Free Biennial Statement Reminders

We will send you a free email reminder before your next biennial filing is due, so you can never miss a deadline. Find your business below to sign up.

Biennial Statement vs. Other New York Filing Requirements

The Biennial Statement is often confused with other New York compliance obligations. Here is how they differ:

Biennial Statement (DOS) — Filed every two years with the Department of State. $9 fee. Updates your service of process address. Required for all active LLCs and corporations.

Annual LLC Filing Fee (Tax Department) — A separate annual obligation filed with the New York Department of Taxation and Finance via Form IT-204-LL. This is a tax filing, not a DOS filing, and the fee scales with New York source gross income from $25 to $4,500. Due by March 15 for calendar-year filers. Do not confuse this with the Biennial Statement — they are completely separate requirements filed with different agencies.

Publication Requirement — A one-time obligation for newly formed LLCs to publish a notice of formation in two county-designated newspapers within 120 days of formation. This is separate from the Biennial Statement and only applies once, when the LLC is first created.

Frequently Asked Questions

Do I have to file a Biennial Statement if my LLC or corporation is inactive? Yes. As long as your entity remains open in the Department of State's records — meaning it has not been formally dissolved — the biennial filing requirement applies regardless of whether you are conducting business.

What if I miss my anniversary month entirely? File as soon as you realize you missed it. There is no monetary late fee. Your entity will be marked past due until you file, but filing at any point — even years late — clears the past-due status. You will pay $9 for each missed cycle.

Can I file the Biennial Statement by mail? No. The Department of State requires online filing through the e-Statement Filing Service. There is no paper filing option for the Biennial Statement.

Can I update my registered agent or other information through the Biennial Statement? The Biennial Statement updates your service of process forwarding address. If you want to change your registered agent or make other structural changes to your entity's record, you need to file a separate Certificate of Change with the DOS.

What is my DOS ID and where do I find it? Your DOS ID is a unique number assigned to your entity when it was formed. It appears on your original filing receipt. You can also find it by searching your business name in the New York Department of State's Corporation & Business Entity Database at dos.ny.gov, or by using our entity search tool.

Does the state send reminder notices? Sometimes. The Department of State may send an email reminder at the beginning of your anniversary month if they have your email address on file — but this is not guaranteed, and many business owners report never receiving one. Do not rely on state reminders. Sign up for our free reminder service instead.

My business has multiple entities. Do I have to file a separate Biennial Statement for each one? Yes. Each entity has its own DOS ID, its own anniversary month, and its own biennial filing obligation. They must be filed separately. If you manage a portfolio of LLCs or corporations, tracking all the different anniversary months manually can become burdensome — this is one of the more compelling use cases for a filing service.

More Resources

This guide is for informational purposes only and does not constitute legal or tax advice. Laws, fees, and procedures are subject to change. Verify current requirements at dos.ny.gov and tax.ny.gov before filing.