What Is a NY Biennial Statement: Deadlines, Filing, and Penalties

A biennial statement in NY is a short filing that every business corporation and LLC registered with the Department of State must submit once every two years to confirm the entity’s current addresses and leadership contact information. It costs $9, is filed online in a few minutes, and is due during the same calendar month your entity was originally formed or authorized to do business in New York.¹

Who Has to File

Two groups are required to file: business corporations, domestic and foreign, under Section 408 of the Business Corporation Law, and limited liability companies, domestic and foreign, under Section 301(e) of the Limited Liability Company Law.¹ Not-for-profit corporations file the same statement at the same $9 fee.²

Sole proprietorships, general partnerships, limited partnerships, and limited liability partnerships do not have a biennial statement obligation with the Department of State. Farm corporations are also exempt under BCL Section 408, unless they have previously filed statements with the Department of State through the Department of Taxation and Finance.³

When Your Statement Is Due

Your filing window is the calendar month in which your entity originally filed its Certificate of Incorporation, Articles of Organization, or Application for Authority with the Department of State. You file during that same month every two years.¹ An LLC organized in March 2023, for example, files in March 2025, March 2027, and so on.

The Department of State sends an email reminder at the beginning of the month your statement is due, but only if you’ve registered an address through its Email Address Submission/Update Service. If you haven’t provided one, no reminder goes out, and the deadline is still yours to track. The state does not send paper reminders.¹

What Information You’ll Need

Before you start, pull up your entity’s exact legal name as it appears in state records and your Department of State ID number. Both are searchable through the Corporation and Business Entity Database at apps.dos.ny.gov.⁴

Business Corporations

A corporation reports four items: the name and business address of its chief executive officer, the street address of its principal executive office, the address where the Secretary of State should forward copies of legal process served on the corporation’s behalf, and the number of directors on the board along with how many of those directors are women.¹

LLCs

An LLC reports only one item: the address where the Secretary of State should mail copies of any legal process accepted on the LLC’s behalf. There is no CEO or board composition reporting.¹

Why the Service of Process Address Deserves Attention

When someone sues your corporation or LLC in New York, they can serve the Secretary of State instead of locating your officers directly. The Secretary of State then forwards those legal papers to the address you listed. If the address is outdated, you may never see the lawsuit, and a court can enter a default judgment against you.¹

One procedural detail is easy to miss. You can set or update the service of process address on the biennial statement itself, but you cannot change it later through a biennial statement amendment. To correct the process address outside your normal filing cycle, file a separate Certificate of Change or Certificate of Amendment with the Department of State.¹

How to File

Most entities file through the Department of State’s e-Statement Filing Service. You enter your entity name and DOS ID number, confirm or update the required addresses and officer information, and pay the $9 fee by credit or debit card.¹² The system produces a confirmation receipt after payment. Save it with your corporate records.

If the online system won’t accept your filing, request a paper form from the Statement Unit of the Division of Corporations at One Commerce Plaza, 99 Washington Avenue, Albany, NY 12231-0002, or by fax at (518) 486-4680. Include your entity’s exact legal name and either its formation date or DOS ID number.¹

The Department’s Corporation and Business Entity Database refreshes daily, so your updated status should appear within a day or two of the filing being accepted.⁴

What Happens If You Miss the Deadline

There is no late fee. Missing the deadline does not trigger a monetary penalty beyond the $9 you already owe. What it does do is flag your entity as “past due” in Department of State records. Any Certificate of Status you request will show the delinquency, which can create problems when you’re trying to close a deal, secure financing, or renew a professional license.¹

The larger risk is the service of process issue. An outdated address can mean missing notice of a lawsuit and facing a default judgment you had no chance to defend.

How to Fix a Past-Due Filing

The fix is to file the overdue statement. You can still use the e-Statement Filing Service, and the fee remains $9. Once the filing is accepted, your entity’s records update to reflect compliance.¹

If you need written proof of good standing afterward, request a Certificate of Status from the Division of Corporations. That certificate is what banks, counterparties, and licensing agencies typically ask for.⁴

1
Department of State. Biennial Statements for Business Corporations and Limited Liability Companies
2
Department of State. Fee Schedules
3
New York State Senate. New York Business Corporation Law 408 – Statement; Filing
4
Department of State. FAQs – Corporations and Business Entities