Once you set up an LLC in NY, you’re required to file a Biennial Statement every two years. It updates the address where the Secretary of State mails legal papers for your LLC. Check the Department of State’s site for any changes to this requirement, and make sure you don’t miss filing your New York LLC’s Biennial Statement when it’s due.
Let’s go through the basics of the Biennial Statement and New York’s special requirements:
What is a Biennial Statement?
An annual report is a commonly required business document that confirms and updates a business’s information with the state. Most states require an annual report. New York requires a Biennial Statement instead, which is New York’s version of an annual report.
New York is unique in that it makes a distinction between a Biennial Statement and an annual filing fee:
- An annual filing fee must be paid each year
- A Biennial Statement must be filed every two years
Annual filing fee
The annual filing fee is based on the gross income that a business generates within New York. Fees escalate with gross incomes (only generated in New York) as follows:
- Under $100,000 is charged $25
- $100,000–$249,999 is charged $50
- $250,000–$499,999 is charged $175
- $500,000–$999,999 is charged $500
- $1 million–$5 million is charged $1,500
- $5 million–$25 million is charged $3,000
- Over $25 million is charged $4,500
The fee is based on the prior year’s New York-source gross income. A single-member LLC taxed as a disregarded entity pays a flat $25. The fee is due by the 15th day of the third month after your tax year ends (March 15 for calendar-year LLCs).
The annual fee is paid to the New York Department of Taxation and Finance, using the Partnership, Limited Liability Company, and Limited Liability Partnership Filing Fee Payment Form (Form IT-204-LL). The form and payment can be filed online or filed by mail.
Even in a year when your LLC’s Biennial Statement is due, the annual filing fee should still be submitted to the Department of Taxation and Finance using Form IT-204-LL. The annual fee and the Biennial Statement aren’t filed together.
Biennial Statement filing
The Biennial Statement contains mostly basic, technical information about an LLC. It keeps the state’s record of your LLC’s address for legal papers up to date. New York requires this information every two years.
The New York LLC filing fee for the Biennial Statement in New York is $9, regardless of how much or little an LLC earns.
New York LLC Biennial Statement requirements
The requirements that New York has for Biennial Statements are some of the most basic of any state’s annual report requirements.
The requirements are set forth in Section 301(e) of the Limited Liability Company Law. The section stipulates that LLCs must file a Biennial Statement that details:
- The address where the Secretary of State should mail copies of legal papers (it can be inside or outside New York)
Other than this address, no other content requirements are set forth by Section 301(e) of the Limited Liability Company Law. This information will be updated so that the state, other government agencies, suing parties, creditors and others can contact your LLC if they have legal / official business.
You’ll need your LLC’s exact name and DOS ID number.
How to file a Biennial Statement in New York
You can file your LLC’s Biennial Statement, or you can have a service file it for you. Should you decide to file, there are several details you ought to be aware of.
Due dates
Per Section 301(e), the Biennial Statement is due every two years in the calendar month during which your LLC’s articles of organization were filed. If you filed toward the end of the month, use the month in which you filed rather than the month when the articles were fully processed.
The state notes that Biennial Statements shouldn’t be filed before the calendar month in which they’re due.
File online
You can file the Biennial Statement through the Department of State’s online Biennial Statement filing system:
- You will need your LLC’s entity name and DOS ID number. If you don’t know these, you can look up your LLC by name, using the Department of State’s Corporation and Business Entity Database.
- Log into the online filing system using your LLC’s entity name and DOS ID. You will be directed to a page that displays this information, along with the filing fee ($9) and the filing period.
- The filing period shows when your most recent Biennial Statement went into effect. It’ll be midnight on the first of the month following whenever your statement was due. For example, if your statement was due in July, the filing period starts August 1. Your filing period lasts for two years after this date. (Notably, the filing period doesn’t show when your next statement is due.)
- If there has been no change to your LLC’s forwarding address, check the box “no change required.” “Agent for service of process” means the Secretary of State, which forwards papers to the address on file.
- If your forwarding address has changed, provide the new address in Part 1. This is where the Secretary of State will mail copies of legal papers. To change a registered agent, file a Certificate of Change ($30) instead.
- Provide your own name and address since you’re the filer. You’ll also provide your email address so that the state can contact you when the next Biennial Statement is due.
- Check the box indicating that you have been truthful, and then digitally sign the document. Click “next” to move to the payment screen.
- You’ll have to pay the $9 fee by card, and you can then submit the Biennial Statement.
Check the Department of State’s site for the system’s hours.
File by mail
If you’re unable to file your LLC’s New York Biennial Statement online, you technically can do so by mail. It’s much less convenient, and the state discourages mail filing, however.
To file the Biennial Statement by mail:
- Email the Secretary of State’s Division of Corporations at [email protected]. Explain that you need a paper form to file your LLC’s Biennial Statement, and be sure to include your LLC’s exact entity name, DOS ID, and date of formation.
- Again, you can find the entity name and DOS number through the Corporation and Business Entity Database.
- You should receive a paper form for filing the Biennial Statement. It’ll be emailed to you so that you can print it out.
- The paper form follows the online one. Check the box if there have been no changes, or provide the updated address if there have been. Provide your own information too, and sign.
- Include payment for the $9 filing fee. You can write a check to the “Department of State,” or pay by credit card if you include the Credit Card Authorization Form.
- The form and payment should be sent to the Department of State, Division of Corporations, One Commerce Plaza, 99 Washington Avenue, Albany, NY 12231-0002.
File with a compliance service
If you’d rather have someone else take care of this and other compliance matters, consider using our LLC compliance service. Annual compliance will make sure you’re following all necessary New York State filing requirements, including annual fees, Biennial Statements and more.
What happens if you fail to file on time?
If you missed your Biennial Statement, file it now using either of the above methods. There’s no late fee, but your LLC will show as past due until you do.
Late fees and fines
There is no late fee or fine for failing to file your LLC’s Biennial Statement in New York.
Penalties
Your LLC is shown as “past due” in the Department of State’s records and on any Certificate of Status, which can hold up loans, contracts or other transactions.
Keeping your address current
The Biennial Statement keeps your address for legal papers current. If it’s out of date, you could miss a lawsuit and face a default judgment. Past-due status doesn’t dissolve your LLC. If you decide to close the business, here’s how to dissolve a New York LLC.
Conclusion
When the time comes, make sure you attend to your New York LLC’s Biennial Statement requirements. The Biennial Statement is a small matter to take care of, but neglecting it leaves your LLC marked past due. File yourself or let our compliance service take care of all these types of matters for you.
FAQ
No. Instead of an annual report, New York requires LLCs to file a Biennial Statement every two years.
The filing fee is $9, making it one of the lowest LLC compliance costs in the country.
It is due every two years, in the calendar month your LLC was formed.
You can file online through the New York Department of State’s website.
Your LLC will be listed as past due, which can affect certain business transactions. There’s no late fee.