By Jake Lawson, LLC Formation Strategist
Let me guess—you formed your New York LLC, published those expensive newspaper ads, and thought you were done with New York State bureaucracy forever. Wrong.
Every two years, New York sends you a little love note in the form of a Biennial Statement requirement. Miss it, and your LLC goes from “good standing” to “past due” faster than you can say “Empire State Building.”
I’ve helped dozens of New York LLCs navigate this biennial maze, and I’ve seen what happens when entrepreneurs ignore this seemingly simple $9 filing. Spoiler alert: it’s not pretty.
Here’s everything you need to know about New York’s Biennial Statement requirement, including the sneaky timing rules that catch most people off-guard and the real consequences of missing your deadline.
What Is New York’s Biennial Statement? (Your LLC’s Wellness Check)
Think of New York’s Biennial Statement as your LLC’s mandatory wellness check with the state. It’s a simple form that tells New York: “Hey, we’re still here, still operating, and here’s where you can reach us if needed.”
According to New York Limited Liability Company Law Section 301(e), all domestic and foreign LLCs must file a Biennial Statement every two years with the New York Department of State setting forth the address to which the New York Secretary of State shall mail a copy of any process accepted on its behalf.
In plain English: you’re updating your official address so if someone sues your LLC, the state knows where to send the legal papers.
Here’s what makes New York different: Most states require annual reports. New York does it every two years (hence “biennial”), which sounds easier but actually makes it more confusing because people forget when it’s due.
Why New York Requires This (And Why You Can’t Ignore It)
After working with New York LLCs for 15+ years, I can tell you exactly why the state requires this:
1. Legal Service of Process
When litigation involves corporations and LLCs, process is often served on the New York Secretary of State as agent of the corporation or LLC. The New York Department of State is required to send a copy of such process to the corporation or LLC at the post office address on file for service of process.
Translation: If someone sues your LLC, the state forwards the lawsuit papers to whatever address you have on file. Wrong address = you might not know you’re being sued until it’s too late.
2. Business Verification
The state uses these filings to verify that businesses are still active and legitimate. Any Certificate of Status or status letter obtained from the New York Department of State will reflect that the corporation or LLC is past due in the filing of its Biennial Statement.
3. Revenue Generation
Let’s be honest—New York also likes that sweet $9 fee multiplied by hundreds of thousands of businesses. It’s a reliable revenue stream.
The New York Biennial Statement Timeline (Don’t Mess This Up)
Here’s where people get confused constantly. The timing isn’t based on when you feel like filing—it’s based on when you originally formed your LLC.
Your “Anniversary Month” Rule
The filing period for a business corporation or LLC is the calendar month in which its original Certificate of Incorporation, Articles of Organization, or Application for Authority was filed with the New York Department of State.
Examples to make this crystal clear:
- Filed Articles of Organization: March 15, 2022
- Anniversary Month: March
- First Biennial Statement Due: March 31, 2024 (end of March, two years later)
- Second Biennial Statement Due: March 31, 2026
Filed Articles of Organization: December 3, 2023
- Anniversary Month: December
- First Biennial Statement Due: December 31, 2025
The Two-Year Cycle
This isn’t annual—it’s biennial, meaning every two years. I’ve seen people file annually thinking they’re being extra compliant, only to realize they’ve been paying unnecessary fees.
Due Date Details
Your Biennial Statement must be filed by the last day of your anniversary month. There’s no grace period, no extensions, no “oops, I forgot” forgiveness from New York State.
What Information Do You Need? (It’s Actually Simple)
The good news: New York’s Biennial Statement is refreshingly simple compared to other state requirements. Here’s what you need:
For All New York LLCs:
- DOS ID Number (Department of State identification number from your original filing)
- Current service of process address (where legal papers should be sent)
- Name, title, and email of the person filing the report
What You DON’T Need:
- Member information (New York doesn’t ask for this)
- Financial information (no revenue or asset reporting)
- Business activity details (no description of what your LLC does)
- Registered agent changes (handled separately)
Finding Your DOS ID Number
Can’t find your DOS ID? You can easily find your ID number by searching the New York Business Database. It’s also on your original Articles of Organization approval letter.
How to File Your New York Biennial Statement
The state of New York requires all businesses to file their biennial statements online via the e-Statement Filing System. The online filing system is only available Monday through Friday from 6:00 AM – 7:30 PM EST.
Step-by-Step Filing Process:
Step 1: Go to the New York Department of State e-Statement Filing System
Step 2: Enter your DOS ID number and business name
Step 3: Click submit to begin the filing process
Step 4: Review and update your service of process address
Step 5: Enter the filer’s name, title, and email address
Step 6: Pay the $9 filing fee using a credit or debit card
Step 7: Submit and save your confirmation
Payment Information
The fee for filing a Biennial Statement for a business corporation or LLC is $9. Expedited handling is not available for the filing of Biennial Statements.
The state accepts most major credit and debit cards. No checks, no cash, no cryptocurrency (yet).
Email Notifications: Don’t Rely on Them
If an email address has been provided to the Department of State, the Department will send an email notice at the beginning of the calendar month in which the Biennial Statement is due.
Jake’s reality check: Don’t count on these emails. Government notifications have a way of ending up in spam folders or getting lost entirely. Business owners shouldn’t rely solely on these communications to ensure timely filing and compliance.
My recommendation: Set your own calendar reminders for 60 days and 30 days before your due date.
What Happens If You Miss the Deadline? (Spoiler: It’s Bad)
Let me be brutally honest about the consequences of missing your Biennial Statement deadline:
Immediate Consequences
A corporation or LLC that fails to file its Biennial Statement will be reflected in the New York Department of State’s records as past due in the filing of its Biennial Statement.
Business Transaction Problems
This may prevent the corporation or LLC from completing certain business transactions. Banks, lenders, and business partners often check your good standing status before doing deals.
Certificate of Status Issues
This will show up if someone requests a Certificate of Status and may prevent you from making certain business transactions.
Real-world example: I had a client miss their Biennial Statement deadline by three months. When they tried to get a business loan, the bank pulled their Certificate of Status and saw “past due” status. Loan denied. Took two weeks to fix the filing and restart the loan process.
Potential Dissolution
At worst, your business status can be revoked or dissolved. If your business status is dissolved, the liability protections and tax status of your LLC or corporation vanish.
The Good News: No Late Fees
Here’s one thing New York gets right: New York State does not charge any late fees. If you’re past due, you still pay just $9 to get back in good standing.
If you do miss the deadline, you can always file late and restore your good standing retroactively, with no gap in your business status.
But don’t abuse this: Just because there are no late fees doesn’t mean you should treat this casually. The damage to your business reputation and transaction capabilities can cost far more than any late fee ever would.
Privacy Concerns: Your Information Goes Public
Here’s something most people don’t realize: Biennial reports are also public records, meaning anyone can access the information you provide.
What Goes Public:
- Your LLC name
- Service of process address
- Name, title, and email of the person filing
Privacy Protection Options:
- Use your registered agent’s address for service of process
- Use a business email address (not personal)
- Consider having your attorney or registered agent file on your behalf
Whoever fills out the Biennial Statement has to provide a name, title, and email address. That goes on the public record for all of eternity.
Beyond the Biennial Statement: Other New York LLC Requirements
Don’t think the Biennial Statement is your only New York compliance requirement. Here are the other obligations I see people miss:
Annual Tax Filings
LLCs are pass-through tax entities, meaning the income passes through the LLC to the owners (members) who pay taxes on their share of the income.
Most New York LLCs need to file Form IT-204-LL annually if they have income, gain, deduction, or loss from New York State sources.
Employment Taxes (If You Have Employees)
If your LLC has employees, your business will be responsible for paying employment taxes to the federal and state governments. In New York, you’ll need to withhold personal income tax from employees’ wages and pay unemployment insurance (UI) tax.
Sales Tax (If Applicable)
If your LLC sells products or certain services, you may need to register for and collect New York sales tax.
Special Situations and Common Questions
Foreign LLCs Operating in New York
If you formed your LLC in another state but do business in New York, you still need to file Biennial Statements. Domestic and foreign limited liability companies (LLCs) are required by Section 301(e) of the Limited Liability Company Law to file a Biennial Statement every two years.
Dissolved LLCs
Question I get constantly: “My LLC is dissolved—do I still need to file the Biennial Statement?”
Answer: Yes, you need to file any outstanding Biennial Statements before you can properly dissolve your LLC. New York wants all compliance current before they’ll let you close up shop.
Multiple LLCs
Each LLC needs its own separate Biennial Statement. You can’t file one statement for multiple entities.
Address Changes
If your service of process address changes between Biennial Statements, you should update it immediately rather than waiting for the next biennial filing. Contact the New York Department of State for the proper procedure.
Professional Help vs. DIY
When to DIY:
- You’re comfortable with online filing systems
- Your information is straightforward (no complex address situations)
- You have time to track deadlines yourself
When to Get Help:
- You manage multiple LLCs with different anniversary dates
- You want someone else’s information on the public record
- You travel frequently and might miss deadlines
- You want comprehensive compliance tracking
Cost-benefit reality: Professional services typically charge $100-150 to file a $9 statement. For many busy entrepreneurs, the peace of mind and deadline tracking is worth the markup.
Your New York Biennial Statement Action Plan
Set Up Your Tracking System:
- Calculate your anniversary month from your original filing date
- Set calendar reminders for 60 days and 30 days before your biennial deadline
- Bookmark the e-Statement Filing System for easy access
- Save your DOS ID number in your business files
Gather Required Information:
- DOS ID number
- Current service of process address
- Business email address (not personal)
- Credit card for $9 filing fee
File Your Statement:
- Access the system Monday-Friday, 6 AM – 7:30 PM EST
- Complete the simple online form
- Pay the $9 fee
- Save your confirmation email
Maintain Compliance:
- Keep your service of process address current
- File on time every two years
- Maintain other New York tax and regulatory requirements
The Bottom Line: $9 Every Two Years Isn’t the Real Cost
The real cost of New York’s Biennial Statement isn’t the $9 filing fee—it’s what happens when you forget to file it. I’ve seen deals fall through, loans get denied, and business opportunities disappear because an LLC wasn’t in good standing.
While filing the Biennial Statement isn’t difficult or time consuming, some businesses still fail to comply with this requirement though it may not be intentional. Business owners may be unaware, uninformed, forget, or let the filing fall through the cracks.
Don’t let your LLC fall through the cracks. Set up your tracking system now, mark your calendar, and treat this simple filing with the respect it deserves.
Ready to Keep Your New York LLC Compliant?
The Biennial Statement is just one piece of running a successful New York business. Between publication requirements, tax obligations, and ongoing compliance, New York has some of the most complex LLC requirements in the country.
Need help navigating New York’s business landscape? I’ve spent years helping entrepreneurs understand the real costs and requirements of operating in the Empire State. Some requirements can be streamlined or optimized, while others are non-negotiable.
Wondering if New York is still the right choice for your business? Many entrepreneurs discover that maintaining a New York LLC is more expensive and complex than they initially realized. Depending on your business model, other states might offer better value and simpler compliance.
Looking for comprehensive compliance support? I’ve tested and reviewed every major business compliance service, and I know which ones actually provide value versus which ones are just expensive reminder services. The right choice depends on your business complexity and risk tolerance.
Jake Lawson is an LLC Formation Strategist and Tax Advisor with over 15 years of experience helping entrepreneurs navigate complex business requirements. He’s guided over 1,200 LLCs to successful launch and provides independent, unbiased business formation and compliance advice at llciyo.com. Connect with Jake for strategic guidance on business formation, state selection, and ongoing compliance optimization.