New York LLC Biennial Statement (Annual Report): Due Date, Fee, and Filing Rules

Disclaimer This article provides general information for educational purposes only. It is not legal advice, does not create an attorney-client relationship, and should not be relied upon as a substitute for consultation with a qualified attorney. Laws vary by state, and individualized guidance is recommended.

Running an LLC in New York comes with plenty of compliance obligations, but one of the easiest requirements to overlook is the Biennial Statement. With a filing fee of just $9, it is one of the least expensive state filings in the country. However, missing it can lead to a Past Due status that may complicate financing, licensing, and other important business transactions.

This guide explains what the New York LLC Biennial Statement is, who must file it, when it is due, and what happens if you miss the deadline.

What Is the New York LLC Biennial Statement?

The New York LLC Biennial Statement is a mandatory filing submitted to the New York Department of State, Division of Corporations every two years.

Its primary purpose is to keep the state’s records current by confirming information such as the address where the Secretary of State may forward legal documents (service of process).

Both of the following entities must file:

• Domestic New York LLCs
• Foreign LLCs authorized to do business in New York

Unlike many states that require annual reports, New York requires LLCs to file only once every two years.

Note: Limited Liability Partnerships (LLPs) file a Triennial Statement every three years instead.

Filing Fee and Due Date

The filing fee is $9.

Your Biennial Statement is due every two years during your LLC’s anniversary month.

The filing deadline is the last day of the month in which your formation or authority documents were originally filed.

Example

If your Articles of Organization were filed on October 15, 2024, your first Biennial Statement is due no later than October 31, 2026.

How to Find Your Filing Month

If you are unsure of your filing anniversary:

1. Search your LLC in the New York Department of State Business Entity Database.
2. Locate the Initial DOS Filing Date.
3. File your Biennial Statement during that same calendar month every second year.

Filing Online

The Department of State allows online filing of Biennial Statements.

Although the online filing system is generally available throughout the day, submitting your filing during normal business hours may help reduce the likelihood of technical issues if support is needed.

What Happens If You Miss the Deadline?

Unlike many states, New York does not impose a traditional late filing fee for missing the Biennial Statement deadline.

Instead, the Department of State marks your entity as Past Due.

Although there may not be an immediate financial penalty, a Past Due status can create practical business problems, including:

• Delays during lender or investor due diligence
• Additional questions from licensing agencies
• Complications when bidding on government contracts
• Difficulty obtaining a Certificate of Status or similar proof of entity status
• Questions regarding your company’s compliance history

New York does not automatically dissolve an LLC solely because a Biennial Statement is overdue. Nevertheless, remaining current helps avoid unnecessary compliance issues and demonstrates that your business is properly maintained.

How to Correct a Past Due Filing

If your LLC is listed as Past Due, the solution is straightforward.

Simply:

1. File the overdue Biennial Statement.
2. Pay the $9 filing fee.

Once processed, the Department of State updates your filing history to reflect the completed submission.

Don’t Confuse the Biennial Statement with Form IT-204-LL

Many LLC owners mistakenly assume these are the same filing.

They are completely separate obligations.

Whether Form IT-204-LL is required depends on your LLC’s New York source income and the applicable filing requirements. Regardless of your tax obligations, eligible LLCs must still submit the Biennial Statement every two years.

Compliance Tips

Keeping your LLC compliant is simple if you stay organized.

• Set a recurring calendar reminder for your filing month every two years.
• Verify that your service of process address remains current.
• Keep copies of your filing confirmation for your business records.
• Periodically review your Department of State record to confirm your information remains accurate.

Privacy Tip

The address listed on your Biennial Statement becomes part of the public record.

Many business owners use a registered agent service to avoid listing a personal residence while ensuring legal notices are received promptly.

Key Filing Checklist

Conclusion

The New York LLC Biennial Statement is one of the simplest compliance requirements your business will face, but overlooking it can lead to unnecessary complications. By filing every two years, keeping your contact information current, and maintaining accurate state records, you can help preserve your LLC’s compliance status and avoid delays when seeking financing, licenses, or other business opportunities.

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