Every limited liability company formed in New York, and every out-of-state LLC registered to do business here, has to file a Biennial Statement with the Department of State once every two years. The State fee is $9. For an LLC the statement reports one thing — the address the Secretary of State uses to mail you legal papers — and it is due in the calendar month your LLC was originally filed. It is a small filing with a long shadow: skip it and your LLC shows as past due in the State's records until you file.
Last updated: 10 August 2026
What the Biennial Statement is
The requirement comes from Limited Liability Company Law § 301(e). Domestic and foreign LLCs must file a statement with the New York Department of State every two years setting forth the address to which the New York Secretary of State shall mail a copy of any process accepted on the LLC's behalf. That is the entire statutory content of an LLC's Biennial Statement. One address.
The reason New York asks is practical rather than bureaucratic. In New York, the Secretary of State is the statutory agent for service of process on your LLC. When someone sues your company, they can serve the State, and the State forwards the papers to the address on file. If that address is an apartment you moved out of in 2019, the lawsuit still moves forward without you. The Department of State makes the point directly: filing the statement gives an LLC the chance to update its address for service of process and avoid the possibility of a default judgment.
So the filing does two jobs at once. It keeps your record current with the New York Department of State, and it keeps the mail route to your business open.
What your LLC has to disclose — and what it doesn't
This is where most owners relax. An LLC does not list its members. It does not list its managers, its ownership percentages, its revenue, its bank, or its employees. There is no financial statement attached to it and no schedule of assets. The Biennial Statement is not a tax return and filing it satisfies nothing owed to the Department of Taxation and Finance.
What you provide is the mailing address for service of process. It can be your office, your home, your attorney's office, or a commercial address you use for business mail. What matters is that someone reliable opens what arrives there and that it stays accurate between filings.
Choose an address you will still control in two years. A sublet, a coworking desk you may leave, or a relative's house you no longer visit are all common choices that quietly turn into missed lawsuits. The Department of State mails process to whatever is on file, and it does not verify that anyone still lives there.
When your LLC's statement is due
Your filing period is the calendar month in which your original Articles of Organization were filed with the Department of State, and it repeats every two years. Not the anniversary date. Not the date you got your EIN, opened a bank account, published your notices, or started taking customers. The month on your original filing, every other year.
| Original filing with NY DOS | First statement due | Then |
|---|---|---|
| Articles of Organization filed March 14, 2021 | March 2023 | March 2025, March 2027 |
| Articles of Organization filed December 30, 2022 | December 2024 | December 2026, December 2028 |
| Application for Authority filed September 2, 2022 (foreign LLC) | September 2024 | September 2026, September 2028 |
Note the December example. An LLC filed on December 30 does not get a grace period into January because the filing landed at the end of the month. The window is the whole month of December, and it closes when the month does. If you are unsure of your own month, our page on Biennial Statement due dates walks through how to read it off your filing record.
Foreign LLCs registered in New York
If your LLC was formed in Delaware, New Jersey, Florida or anywhere else and then registered to do business in New York, the same rule applies with one substitution: your month is the month your Application for Authority was filed with New York, not the month you formed the company back home. A Delaware LLC formed in January 2020 that registered in New York in September 2022 files every other September. The home-state franchise tax or annual report you already pay in Delaware has nothing to do with this filing and does not replace it.
Do not file early
The Department of State is explicit that a Biennial Statement should not be filed before the calendar month in which it is due. If you file in February for a March due month, you have not filed the statement that is coming due — the LLC will again be required to file in the month it is actually due. That is $9 and an afternoon spent for nothing. Wait for your month, then file inside it.
What you need before you start
Two pieces of information, and the State will not let you proceed without both.
- The exact legal name of your LLC as it appears in the State's records — including punctuation and the exact ending, whether that is "LLC", "L.L.C." or "Limited Liability Company". The name on your invoices or your bank card is not necessarily the name on file.
- Your DOS ID number, the identification number the Department of State assigned to your LLC when it was filed. It appears on your filing receipt and on your entity's record in the State's Corporation and Business Entity Database.
Finding your DOS ID
Most owners cannot find their filing receipt years later, which is fine — the number is public. Search your company in the State's entity database and the DOS ID sits at the top of the record along with your original filing date, which conveniently also tells you your due month. We keep a free tool for this: look up your DOS ID. If you are not certain of your exact registered name, start with a New York business entity search and work from the record that matches your formation date.
What the filing itself involves
Filing is done on the Department of State's e-Statement Filing Service. In outline, the process is short: identify the LLC by exact name and DOS ID, confirm the record the State is showing you, provide or confirm the address for service of process, and pay the $9 fee. The Department accepts credit and debit cards — MasterCard, Visa and American Express. There is no expedited handling for Biennial Statements, at any price; the filing is processed as it comes.
The e-Statement Filing Service itself is available 24 hours a day, seven days a week; the Department's own staff hours are Monday to Friday, 6:00 a.m. to 7:30 p.m. Eastern, which is when you can reach a person if something goes wrong. Most, but not all, LLCs can file through it. If your entity cannot be filed online, a paper form is available on request from the Department's Statement Unit — your request has to include the exact name of the LLC and its date of formation or authorization, or its DOS ID number. For the click-by-click version, see how to file a New York Biennial Statement.
What it costs
The State fee is $9 for an LLC. It is the same $9 for a business corporation. There is no sliding scale by revenue, no separate charge for foreign LLCs, and no penalty amount added for filing late. If you want the filing handled for you, our service is $49 to file as-is, or $79 full service, with the State's $9 included — we confirm your due month, pull your DOS ID, file the statement within 24 hours, and email you the confirmation. A full breakdown is on our cost and fees page.
What "past due" actually means
Here is the part that gets misunderstood in both directions. New York does not charge a late fee for a missed Biennial Statement, and it does not administratively dissolve your LLC for missing it. Your LLC does not vanish. Nobody takes your name. If someone tells you a missed statement dissolved your company, they are describing another state's rules.
What happens instead is that the Department of State's records show your LLC as past due in the filing of its Biennial Statement. Any Certificate of Status or status letter you obtain from the Department will reflect that past-due status. In the Department's own words, this may prevent the LLC from completing certain business transactions.
That sentence is doing a lot of work, so it is worth translating. A Certificate of Status is the document a third party asks for when they need proof your entity is in order. In practice, that means:
- Bank and SBA lending. Underwriters routinely request a current Certificate of Status before closing. A past-due line on it stalls the file until you fix it.
- Selling the business or taking on a partner. Buyer's counsel will pull a status certificate during diligence, and a past-due entity becomes a closing condition.
- Licenses and permits. Agencies and municipal licensing offices frequently require evidence of good standing at application or renewal.
- Commercial leases. Landlords for commercial space often ask for a status certificate before signing or before a lease assignment.
- Registering in another state. A foreign qualification in a second state generally requires a certificate from New York, and the reviewing state sees exactly what New York wrote.
- Contracts and vendor onboarding. Government contracting portals, large corporate vendors and some insurers ask for the same document.
None of these are emergencies until the day they are. The pattern we see most often is an owner who has never thought about the statement, gets a term sheet or a lease, and discovers the problem with a deadline attached. More detail on the cleanup is on our past-due filings pageIf you never file.
If you are years behind
Being four, six or ten years behind sounds worse than it is. You do not file a separate statement for every cycle you missed, and there is no accumulated balance to pay off. A past-due Biennial Statement can still be filed — online in most cases, on a paper form from the Statement Unit if your entity cannot be filed online — and one filing at the standard $9 fee brings your record current. Once it is filed, you can request a fresh Certificate of Status from the Division of Corporations that no longer carries the past-due line.
One caveat worth stating plainly: catching up does not reset your clock. Your LLC will again be required to file in the calendar month in which its next statement is due, on the same two-year cycle it always had. Filing a late 2023 statement in 2026 does not buy you until 2028.
If your LLC has genuinely stopped operating, understand that a domestic LLC remains active in the State's records until it files Articles of Dissolution, and a foreign LLC remains active until it surrenders its authority. Ignoring the Biennial Statement is not a way of closing a company — it only produces a past-due record attached to your name.
LLC and corporation statements are not the same filing
Both file every two years and both pay $9, but a business corporation discloses considerably more. If you run a corporation, the difference is worth knowing before you sit down to file.
| Reported on the statement | LLC | Business corporation |
|---|---|---|
| Address for service of process | Yes | Yes |
| Name and business address of the CEO | No | Yes |
| Street address of the principal executive office | No | Yes |
| Number of directors, and how many are women | No | Yes |
| Members, managers or ownership | No | No |
| Governing statute | LLC Law § 301(e) | Business Corporation Law § 408 |
Corporations also have a Biennial Statement Amendment available for correcting CEO and principal-office information between cycles. LLCs have nothing to amend, because there is nothing on the statement but the address. Our corporation Biennial Statement guide covers that side in full. Not-for-profit corporations are a separate case entirely: they are not required to file Biennial Statements at all.
Professional service LLCs
A PLLC — the entity used by licensed professionals such as architects, engineers, physicians, dentists, attorneys and accountants — is a limited liability company formed under the same Limited Liability Company Law, by filing Articles of Organization for a professional service LLC. The § 301(e) Biennial Statement obligation applies the same way, the fee is the same $9, and the due month is the month those Articles were filed. Your professional licensing obligations with the State Education Department run on their own schedule and do not touch this filing.
Mistakes we see repeatedly
- Assuming the State will remind you. The obligation runs on your formation month whether or not anything reaches your mailbox — and if your address on file is stale, mail from Albany is exactly the mail that will not arrive.
- Confusing this with the "annual report." New York has no annual report for LLCs at the Department of State. It is biennial. We wrote about the confusion on the New York annual report page.
- Assuming income matters. A dormant LLC with no revenue, no bank account and no customers is required to file exactly like an operating one.
- Using the wrong month. Owners commonly use the month they started trading, the month they published, or the month of their first tax year rather than the month their Articles were filed.
- Filing ahead of the window. Covered above — an early filing does not count for the cycle it was meant for.
- Entering a name that does not match. The e-Statement system matches on the exact registered name and DOS ID. A trade name or a slightly different ending will not find your record.
- Letting the address go stale between filings. If you move in year one of a two-year cycle, the Department's route for changing your service-of-process address before your next statement is a Certificate of Change, which carries a $30 fee.
Does your registered agent do this for you?
Often not, and this is one of the most expensive assumptions in New York compliance. Designating a registered agent is a separate filing from the Biennial Statement, and having one on record does not cause the statement to be filed. Some agents include it in their annual package, some charge for it as an add-on, and some do nothing but forward mail. Read your agreement rather than assuming, and if you cannot tell, check your entity record: it shows whether the last statement was filed and whether the LLC is past due. The same goes for the accountant who prepares your returns — a Department of State filing is not usually part of a tax engagement.
After you file
Filing is effective when the Department accepts it and processes the $9 payment; there is no waiting period, no approval committee, and no expedited tier because none is needed. Your entity record stops showing the statement as past due, and a Certificate of Status requested after that point reflects the current filing. Keep the confirmation with your operating agreement and your filing receipt — when a lender or a buyer's attorney asks what your compliance history looks like, that folder is the answer.
Then note your month. Not a vague reminder for "sometime in 2028" but the actual calendar month, in whatever system you actually check. Two years is long enough to forget, which is precisely how most past-due records begin.
Having it handled
You can do all of this yourself at dos.ny.gov for $9, and if you have your DOS ID, your exact name and your month, that is a reasonable way to spend fifteen minutes. Plenty of owners would rather not track it. Our service is $49 to file as-is, or $79 full service with the State's $9 fee included: we confirm your due month against your filing record, look up your DOS ID, file the statement within 24 hours, and email you the confirmation. If your LLC is already behind, the same price covers bringing a past-due record current.