Almost every page on the internet answering this question says the same thing: New York has no penalty for a missed Biennial Statement. That is true for an LLC and wrong for a business corporation. Business Corporation Law §409 is titled “Penalty for failure to file; cure,” and it carries a $250 fine.
New York records three states, not two
| State | When it starts | Applies to | Cost to clear |
|---|---|---|---|
| Current | Filed in the anniversary month | Both | $9 State fee |
| Past due | 30 days after the deadline | Both | $9 State fee |
| Delinquent | Two years without filing, then 60 days after a notice of delinquency is mailed | Business corporations only | $9 State fee + $250 fine |
The statute, in its own words
Business Corporation Law §409 — “Penalty for failure to file; cure”
“Each corporation which has failed to file its statement within the time required by this chapter after thirty days shall be shown to be past due on the records of the department of state.”
“Each corporation which has failed to file its statement for two years shall be shown to be delinquent on the records of the department of state sixty days after a notice of delinquency has been mailed to the last known address of such corporation. Such delinquency shall be removed from the records of the department of state upon the filing of the current statement required by section four hundred eight of this article, and the payment of a fine of two hundred fifty dollars.”
Two details are worth pulling out. The delinquency clock does not start at the two-year mark itself — it starts 60 days after the State mails a notice of delinquency to your last known address. If that address is stale, which for a company that stopped filing it very often is, the notice goes to a place you no longer read. And §409 does not apply to corporations that meet the alternative filing requirement under §408(8).
We are describing what the statute provides. We are not in a position to tell you how consistently the Department of State mails those notices or collects the fine in practice, and we are not going to pretend otherwise.
Why LLCs are genuinely different
Limited Liability Company Law §301(e) creates the filing duty for LLCs and stops there. There is no LLC counterpart to §409 — no fine, no delinquency status, no escalation. An LLC twelve years behind owes one statement and $9. That is not a loophole; it is simply where the two chapters of New York law diverge, and it is why blanket answers about “New York” are unreliable.
New York does not dissolve you for this
The fear people arrive with is administrative dissolution, and it comes from other states. The Department of State does not dissolve an entity for missed Biennial Statements. The mechanism people confuse it with is Tax Law §203-a, dissolution by proclamation — triggered by two years of franchise tax delinquency, applicable to stock corporations only, not LLCs, and carrying its own $50 reinstatement fee within three months of dissolution. It is a tax process, not a filings process, and a Biennial Statement does not trigger it or cure it.
The thing that actually suspends an LLC
If you are an LLC worried about losing the right to do business in New York, the provision to look at is not the biennial at all. It is the publication requirement, LLC Law §206: notice published for six successive weeks in two newspapers, one daily and one weekly, in the county of the LLC’s office, within 120 days of formation. Miss that and “the authority of such limited liability company to carry on, conduct or transact any business in this state shall be suspended.” That is a real suspension, and a missed Biennial Statement carries nothing like it. Publication is a one-time obligation at formation; the Biennial Statement recurs every two years in your anniversary month.
What past due actually costs you day to day
The practical consequence is the Certificate of Status — which the Department of State confirms is the same document people call a Certificate of Good Standing or Certificate of Existence. It costs $25, cannot be ordered online or by phone, and it will show a past-due entity as past due. Lenders, landlords, merchant processors and acquirers ask for that certificate, and a past-due notation on it stalls the transaction until you fix the filing. You can file the statement and request a fresh certificate the same day.
Whether a particular bank, lender or platform cares is that institution’s own underwriting policy, not a matter of law, and it varies widely. We are not going to tell you your account will be closed. We are telling you what the certificate will say.
Fixing it
One filing brings you current no matter how many cycles you missed — the Biennial Statement is a snapshot of your current address, not a return for a period, so there is nothing to file retroactively. New York’s e-Statement Filing System is open Monday to Friday, 6:00 a.m. to 7:30 p.m. Eastern, and needs only your exact entity name and DOS ID number. That is also the reason a service can lawfully file for you: there is no password and no officer authentication to impersonate.
You can do it yourself for $9 and we will not pretend otherwise — our step-by-step instructions are free and complete. If you would rather it were simply done, we file it for $79 flat with the $9 State fee included, usually within a few hours, and send you the State’s confirmation.
Doing it yourself vs. having us do it
| What you get | Yourself on dos.ny.gov — $9 | With us — $79 flat |
|---|---|---|
| State filing fee | $9, paid by you | $9, included |
| Finding your DOS ID and your correct filing month | You look it up | We look it up and confirm the details with you first |
| Corporation questions (CEO, principal office, directors, women directors) | You answer them | We ask you once, in plain language, then file |
| Turnaround | Immediate, if the State's system accepts it | Within 24 hours, usually the same day |
| Proof for a bank, landlord or buyer | Your own receipt | The State's confirmation emailed to you in a form you can forward |
| Help in Russian or Uzbek | English only | English, Russian and Uzbek, by Telegram or email |
| If you change your mind | — | Full refund any time before we file |
If the State's system works for you and you have ten minutes, file it yourself. The $70 buys the lookup, the confirmation and someone to answer if anything comes back — not a different filing.
Last reviewed 2 September 2026. Statutes quoted on this page are linked to their text on the New York State Senate website. NY Biennial Filings is a document filing service, not a law firm, and this page is information rather than legal advice.