New York’s Biennial Statement

Every state has its own routine business filing requirements.

In New York, one of these filing requirements is the Biennial Statement which applies to New York domestic and foreign business corporations and limited liability companies (LLCs).

The Biennial Statement must be filed with the NYS Department of State (NYS DOS) every two years as set forth under Section 408 of New York Business Corporation Law (for business corporations) and Section 301(e) of New York Limited Liability Company Law (for LLCs).

The filing period is the calendar month in which the business corporation or limited liability company filed its original Certificate of Incorporation (for domestic business corporations), Articles of Organization (for domestic LLCs), or Application for Authority (for foreign business corporations & foreign LLCs) with the NYS Department of State.

Electronic filing may be done via the NYS Department of State’s e-Statement Filing Service. Business corporations or LLCs will need to provide their NYS DOS ID number and current business name on file with the NYS Department of State (business name must be exactly as it appears on NYS DOS records) to file electronically. Corporations or LLCs unable to file electronically should request a paper form from the NYS Department of State. The NYS DOS will provide a filing receipt upon successful filing/processing of the Biennial Statement.

The filing fee for the Biennial Statement is $9.00.

A domestic or foreign business corporation or limited liability company which fails to file a Biennial Statement will show a past due for the filing in the NYS DOS records and on any Certificate of Status issued by the NYS DOS for the respective entity. This may affect a corporation or LLC’s ability to complete certain business transactions.

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.

Businesses can opt-in to receive electronic notifications from the NYS DOS with reminders when the next Biennial Statement filing is due so it’s important to opt-in for these notifications. However, business owners shouldn’t rely solely on these communications to ensure timely filing and compliance.

Business owners should develop a checklist of required business filings, adding notations on who handles the filings and when the filings are due, and periodically review and update the checklist making sure required filings have been completed accordingly.

If any filings are handled through third parties, business owners (or their authorized agents or representatives) should actively follow up with those parties to ensure all required filings are completed in a timely manner and in accordance with applicable laws and regulations.

Be proactive, not reactive!