New York Corporation Biennial Statement

Every business corporation on the New York Department of State's rolls files a Biennial Statement once every two years. The fee is $9. The form asks for four things, and one of them — the number of directors on your board and how many of those directors are women — catches most owners off guard. This page explains what the statement is, what each of the four disclosures actually means, how to work out the month yours is due, and what happens to a corporation that stops filing.

What the Biennial Statement is

The Biennial Statement is a short informational filing required by Business Corporation Law § 408. It is not a tax return. It does not report revenue, profit, shareholders, ownership percentages, or anything about how the business performed. Its only purpose is to keep the State's public record of your corporation current: who runs it, where it operates from, and where legal papers should be sent when someone sues it.

Every domestic business corporation and every foreign corporation authorized to do business in New York files one, every two years, for as long as it remains on the record. There is no revenue threshold and no exemption for a corporation that did no business during the cycle. A dormant corporation with no bank account and no customers files the same statement as an operating one.

The statement is filed with the New York Department of State through its e-Statement system. Paper filing is available on request to the Department's Statement Unit for corporations that cannot file online.

The four things your corporation must report

Section 408 sets out the contents of the statement precisely. A business corporation reports the name and business address of its chief executive officer, the street address of its principal executive office, the address to which the New York Secretary of State forwards copies of process accepted on the corporation's behalf, and the number of directors constituting the board along with how many of those directors are women. Four fields. Nothing else.

1. Name and business address of the chief executive officer

Most small New York corporations have nobody whose business card reads "Chief Executive Officer." That does not create an exemption. Report the officer who in fact functions as the chief executive — in a typical closely held corporation, that is the president.

If you are the sole shareholder and you run the company, you are the chief executive officer. Enter your own name. The address you give is a business address, and if the business is run out of your home, your home address is the business address. Understand before you type it that this information becomes part of the public record and is visible to anyone who looks up the corporation.

If the CEO has changed since your last cycle — a founder stepped back, a partner bought out the other, an estate took over — report the current one. New York does not maintain a separate officer registry for business corporations, so there is no standalone "change of officer" filing to make. The Biennial Statement is the mechanism that refreshes this information. Reporting a new CEO does not amend your Certificate of Incorporation, does not change ownership, and does not affect who your shareholders are. It updates one line in the State's record.

2. Street address of the principal executive office

This is where the corporation is actually run from — the office, the shop, the desk where decisions get made. The statute asks for a street address, which means a post office box on its own does not satisfy the requirement.

The principal executive office does not have to be in New York. A Delaware or New Jersey corporation authorized to do business here will usually give an out-of-state headquarters address, and that is correct. The field describes reality; it is not a declaration that you maintain physical premises in the state.

3. The address for forwarding service of process

The Secretary of State is the agent for service of process for every domestic corporation and every authorized foreign corporation in New York. When someone sues your corporation, the papers can be served on the Secretary of State, who then mails a copy to the address your corporation has on file.

That makes this the one field on the statement with real downside. If the address is a lawyer you stopped using in 2019 or an office you left three leases ago, the lawsuit still proceeds. Service is complete when the Secretary of State is served, not when you read the envelope. Corporations discover default judgments this way. The Biennial Statement updates this address, which is a good reason to treat the filing as a two-minute record review rather than a rubber stamp.

4. Number of directors, and how many are women

This is the disclosure that surprises people, and it is the main way the corporation filing differs from the LLC one. Section 408 requires you to state the number of directors constituting the board and how many of those directors are women. New York collects board composition data through this field. It has no effect on your fee, your taxes, or your corporation's standing — but it is required content, and the filing is not complete without it.

Two practical points. First, count directors — not officers, not shareholders, not employees, not advisors. A corporation with six employees and one director enters one. Second, count as of the day you file, not as of some earlier date.

"We do not have a board" is the most common objection, and it is almost always wrong as a matter of law. Under Business Corporation Law § 702 a New York corporation's board consists of one or more members, and where the number has not been fixed, the number is one. If you incorporated alone and never held a meeting, your board is you, and it has one member. Enter 1 for the number of directors, then enter 1 or 0 for women depending on who that director is. Do not enter zero directors.

Principal executive office vs. service-of-process address

These two fields sit next to each other on the form and get confused constantly. They answer different questions and are frequently different addresses.

Working out the month your statement is due

The rule is short. Your Biennial Statement is due in the calendar month in which your original Certificate of Incorporation was filed with the Department of State — or, for a foreign corporation, the calendar month in which your Application for Authority was filed. It repeats every two years from there.

It is not your fiscal year end. It is not the anniversary of the day you started trading, opened the bank account, or received your EIN. It is not tied to your tax return. It is the month printed on your original filing receipt.

The third row is the one people get wrong. For a foreign corporation the Delaware, Nevada, or New Jersey formation date is irrelevant to New York. What matters is the month New York let you in. If you are unsure of either date, our due date guide walks through pulling it off the public record.

Your filing window is that calendar month, every two years. New York mails no reminder; if an email address is on file, the Department of State says it emails a notice at the start of your filing month, which many owners never see. That is the single most common reason corporations slip into past-due status.

Finding your DOS ID number

To file you need two things: your corporation's exact name as it appears on the State's record, and its DOS ID number. The DOS ID is the identifier the Department assigned when your corporation was formed or authorized, and it appears on your original filing receipt.

Exactness matters more than people expect. The e-Statement system matches on the recorded name, so punctuation and the corporate ending have to match — "Inc." is not interchangeable with "Incorporated," and a comma before it either is or is not part of the record. If you do not have the receipt, you can retrieve both the name and the number from the State's database. Our DOS ID lookup explains how, and a New York business name search will confirm the exact spelling on file.

Domestic and foreign corporations

A domestic corporation is one incorporated in New York. A foreign corporation is one incorporated elsewhere that filed an Application for Authority to do business here. Both file the Biennial Statement, both pay $9, and both report the same four items. The only difference is which filing starts the two-year clock.

Foreign corporations have one additional trap: they often let the New York authorization drift out of sync with their home state. Officers change, the Delaware annual report gets filed, and the New York record quietly ages. A past-due New York record can surface at an awkward moment — typically when a lender or a counterparty asks for a New York Certificate of Status.

S corporation or C corporation makes no difference

This is worth stating plainly because it comes up constantly. The Biennial Statement is a Department of State filing. S corporation status is a tax election — made federally with the IRS and, in New York, separately with the Department of Taxation and Finance. The Division of Corporations does not know or care which election you made.

An S corporation and a C corporation file the identical statement, pay the identical $9, report the identical four items, and are due in the identical month. Your franchise tax return and your Biennial Statement are two different obligations to two different agencies on two different schedules. Filing one does not satisfy the other.

Professional service corporations

A Professional Service Corporation — the PC used by medical practices, law firms, architecture and engineering firms, accountants and other licensed professionals — files the Biennial Statement like any other business corporation. Same $9, same four disclosures, same due month based on its Certificate of Incorporation.

One wrinkle follows from the professional corporation rules: under Business Corporation Law § 1508, directors and officers of a PC must generally be licensed to practice the profession the corporation is authorized to practice. In practice that means the chief executive officer you name will be one of the licensed practitioners, and your director count is a count of licensed professionals, not of practice managers or administrators.

Not-for-profit corporations do not file

New York not-for-profit corporations are not required to file Biennial Statements. If you run a 501(c)(3), a religious corporation, or any other entity formed under the Not-for-Profit Corporation Law, this filing does not apply to you and no past-due status attaches for not making it. Not-for-profits have their own reporting obligations elsewhere in State government; they are not part of the Division of Corporations' biennial cycle.

What it costs

The State's fee is $9 for a business corporation, which is the same $9 an LLC pays. There is no surcharge for filing late, no penalty interest, and no escalating scale for corporations that have missed several cycles. A corporation eight years behind pays the same $9 as one filing on time. The full breakdown is on our biennial statement cost page.

Our service is $49 to file as-is, or $79 full service, with the State's $9 fee included. We check the record, prepare the statement, file it within 24 hours, and email you the confirmation.

What "past due" actually costs you

Be clear on what does not happen. There is no late fee, and your corporation is not automatically dissolved for missing a Biennial Statement; it does not lose its corporate existence. What can happen: once a corporation is two years past due and the Department of State has sent its statutory notice, it may be marked delinquent under Business Corporation Law §409, and clearing that status costs a $250 fee on top of the $9 statement. LLCs have no equivalent fine.

What does happen is that the Department of State's records show the corporation as past due. Any Certificate of Status or status letter issued for the corporation reflects that past-due status, and as the State puts it, this may prevent the corporation from completing certain business transactions.

That phrase is doing a lot of work. In practice the Certificate of Status is what a third party asks for when real money is moving:

• A bank underwriting a business loan or line of credit
• A buyer's counsel running diligence on the sale of the business
• Another state's filing office processing your foreign qualification there
• A licensing board renewing or issuing a professional or trade license
• A landlord signing a commercial lease with a corporate tenant
• An insurer or surety writing a policy or a bond
• A prime contractor or agency onboarding you as an approved vendor

None of these fail because of a $9 form on its own. They stall. The closing moves two weeks, the loan committee waits, the bond does not issue on Friday. Our past-due pageIf you never file covers how to read the record and how quickly it clears.

Catching up after missed cycles

Corporations that have gone three, five, or ten years without filing tend to assume they owe one statement per missed period. They do not. One current Biennial Statement brings the corporation up to date. You are not filing a 2019 statement, a 2021 statement, and a 2023 statement at $9 each. You file the current one, reporting current information, and the record stops showing past due.

This is the part of the process that reliably surprises people who have been avoiding it. The cost of a decade of neglect is $9 and the accurate answers to four questions.

How corporations and LLCs differ

Both file every two years and both pay $9, but the content is not the same. A New York LLC, filing under Limited Liability Company Law § 301(e), reports only the address to which the Secretary of State should mail process. No members. No managers. No principal office. One field.

A corporation, filing under BCL § 408, reports four. If you own both a corporation and an LLC, do not assume the LLC experience prepares you for the corporation form — the CEO disclosure and the director counts have no LLC equivalent. See our LLC biennial statement page for that side of it.

A note on the phrase "annual report"

Owners who have incorporated in other states go looking for a New York annual report and cannot find one. That is because New York does not have one for business corporations. The Biennial Statement is the equivalent obligation, it runs on a two-year cycle rather than a yearly one, and it is keyed to your formation month rather than to a fixed statewide date. We cover the terminology on our New York annual report page.

Common mistakes

• Entering zero directors. A New York corporation has at least one. If you are the only person involved, the answer is one.
• Putting the same address in both address fields without thinking. Sometimes that is right. Often the service-of-process address should point somewhere that reliably opens mail.
• Reporting a former CEO. The statement is a snapshot as of the day you file, not a copy of the last one.
• Using a post office box for the principal executive office. The statute asks for a street address.
• Waiting for a notice from the State. No reminder is sent by default. The month is yours to track.
• Assuming the corporation was dissolved. Past due is not dissolved. If the corporation is still on the record, it can be brought current with one filing.
• Counting shareholders instead of directors. They are frequently the same people, but the field asks for directors.
• Confusing this with your franchise tax return. Different agency, different form, different deadline.

Filing your statement

You can file directly through the Department of State's e-Statement system with your exact corporate name and DOS ID, or request a paper form from the Statement Unit if online filing is not workable. Our step-by-step filing guide walks through the screens and what to have in front of you before you start.

If you would rather hand it off, we file it for you for $49 (as-is) or $79 (full service) including the State's $9 fee, submitted within 24 hours and confirmed by email. You give us the corporation's name and the four answers; we handle the record check and the submission.