New York LLC Annual Report
|---| | Filing Name | Biennial Statement | | Frequency | Every two years | | Filing Fee | $9.00 | | Due Date | Calendar month matching your Articles of Organization filing month, every two years | | First Filing Due | Two years after formation | | Online Filing | Yes — https://filing.dos.ny.gov/ | | Late Penalty | No separate fee; LLC marked past due in state records | | Grace Period | None | | Dissolution Risk | No automatic dissolution | | Required Content | Address for service of process mailings |
Filing Authority Contact
New York Department of State, Division of Corporations, State Records and Uniform Commercial Code
One Commerce Plaza, 99 Washington Avenue, Albany, NY 12231
Phone: (518) 473-2492
Website: https://dos.ny.gov/
What Happens If You Miss the Deadline
You won't face automatic dissolution, but your LLC status will show as past due in the Secretary of State's records. This can complicate bank transactions, contract negotiations, and professional credibility. To reinstate compliance, file the overdue Biennial Statement online or request a paper form from the Statement Unit.
Frequently Asked Questions
Q: Do I file an annual report or a biennial statement in New York?
New York requires a Biennial Statement, not an annual report. You file once every two years during the calendar month matching your original filing date. This differs from states requiring yearly filings. The $9.00 fee applies each time you file.
Q: When is my first Biennial Statement due?
Your first Biennial Statement is due during the calendar month that falls two years after your LLC's formation or authorization to do business in New York. If you filed your Articles of Organization in March 2024, your first Biennial Statement is due anytime in March 2026. Subsequent filings are due every two years in that same month.
Q: What information must I include in the Biennial Statement?
The Biennial Statement requires you to provide the address to which the New York Secretary of State should mail service of process. This is your LLC's official notice address for legal documents. Ensure this address is current and monitored, as it's the primary way the state contacts your business about legal matters.
Q: Where do I file the Biennial Statement?
You can file online through the New York Department of State's filing system at https://filing.dos.ny.gov/. Online filing is the available and recommended method for fastest processing. You may also request a paper form from the Statement Unit by contacting the Division of Corporations at (518) 473-2492 or visiting One Commerce Plaza, 99 Washington Avenue, Albany, NY 12231.
Q: What happens if I miss the Biennial Statement deadline?
New York does not charge a separate late fee, but your LLC will be marked as past due in Department records and status certificates. This past-due status can interfere with your ability to conduct business transactions and may affect your LLC's credibility with lenders, vendors, and partners. There is no grace period—the filing is due during your designated calendar month.
Q: Will my LLC be dissolved if I don't file the Biennial Statement?
No, New York does not automatically dissolve your LLC for missing the Biennial Statement. However, the past-due status creates operational and reputational problems. You should file the overdue statement as soon as possible to restore your LLC's standing.
Q: How do I reinstate my LLC if the Biennial Statement is overdue?
File the overdue Biennial Statement online at https://filing.dos.ny.gov/ or request a paper form from the Statement Unit. Once filed with the $9.00 fee, your LLC's status will be updated in Department records and your past-due designation will be cleared. Contact the Division of Corporations at (518) 473-2492 if you need assistance.
Q: Can I check my LLC's filing status and due date?
Yes, you can search your LLC's status using the New York Department of State's business search tool at https://apps.dos.ny.gov/publicInquiry/. This will show you your current filing status and help you confirm your due date and formation month.
Q: Does New York have an annual income tax requirement separate from the Biennial Statement?
Yes. The Biennial Statement is a corporate filing requirement, but you also must handle New York income tax obligations. New York imposes graduated personal income tax rates (3.9% to 10.9%) under N.Y. Tax Law art. 22, which typically pass through to LLC members. Additionally, you must file Form IT-204-LL (the LLC tax return) and pay a filing fee based on your prior-year New York source gross income.
Q: What is the gross receipts tax filing requirement?
New York requires you to file Form IT-204-LL based on your prior-year New York source gross income. Disregarded-entity LLCs with New York source activity pay a $25 filing fee. LLCs taxed as partnerships pay $25, $50, $175, $500, $1,500, $3,000, or $4,500 depending on your gross income bracket. This is separate from the Biennial Statement filing.
Q: Do I need to register for New York sales tax?
If you sell taxable goods or services in New York, you must register for sales tax. New York charges 4% state sales tax plus applicable local sales taxes. Register at https://www.tax.ny.gov/bus/st/register.htm. Contact the New York State Department of Taxation and Finance at https://www.tax.ny.gov/ for guidance on whether your business requires registration.
Q: What are New York's estimated tax payment deadlines?
If your LLC expects to owe New York income tax, you must make estimated tax payments on April 15, June 15, September 15, and January 15. These deadlines apply to LLC members reporting pass-through income. Consult the New York State Department of Taxation and Finance for specific requirements based on your LLC's structure and income level.
Q: Who do I contact with questions about the Biennial Statement?
Contact the New York Department of State, Division of Corporations, State Records and Uniform Commercial Code at (518) 473-2492, https://dos.ny.gov/, or One Commerce Plaza, 99 Washington Avenue, Albany, NY 12231. For online filing, visit https://filing.dos.ny.gov/.
What You Must Include in Your Biennial Statement
Your New York LLC's Biennial Statement requires only one critical piece of information: the address to which the New York Secretary of State should mail service of process. This is the sole mandatory content element under New York law for this filing. You do not need to report member names, manager information, or business purpose changes in the Biennial Statement itself.
Service of Process Address: Your Required Entry
The service of process address is the mailing location where your LLC will receive official legal notices and court documents. You must provide a street address in New York where the Secretary of State can deliver these materials. This address cannot be a P.O. box—it must be a physical location where mail can be received.
If your LLC's service address has changed since formation, update it in your Biennial Statement. The Secretary of State uses this address to notify you of official matters. An outdated address could result in missed legal notices or regulatory communications.
What You Don't Need to Report
You do not need to report member names, manager information, or business purpose changes in the Biennial Statement itself. However, if you have made other structural changes (such as adding or removing members), you may need to file separate amendments outside the biennial filing cycle. Contact the Division of Corporations at (518) 473-2492 for guidance on whether your changes require additional filings.
Verify Your Information Before Filing
Before submitting, search your LLC's current record at https://apps.dos.ny.gov/publicInquiry/ to confirm the Secretary of State has your correct service of process address on file. If the address shown is outdated, your Biennial Statement must reflect the correct address. This verification step ensures your filing is accurate and your LLC receives official communications.
How to File Your Biennial Statement
Your New York LLC must file a Biennial Statement every two years with the Department of State, Division of Corporations, State Records and Uniform Commercial Code. You'll pay a $9.00 filing fee and submit your statement during the calendar month in which you originally filed your Articles of Organization or Application for Authority. Filing online is available and recommended for faster processing.
Determine Your Filing Deadline
Your first Biennial Statement is due during the calendar month two years after your LLC's formation or authority date. For example, if you filed your Articles of Organization in March 2024, your first Biennial Statement is due anytime in March 2026.
After your initial filing, you must file every two years during that same calendar month. Mark your calendar now to avoid missing this deadline—New York imposes no grace period.
File Your Statement Online
Visit the New York Department of State's online filing portal at https://filing.dos.ny.gov/ to submit your Biennial Statement electronically. Online filing is the fastest method and provides immediate confirmation.
You'll need your LLC's entity information and the $9.00 filing fee (payment by credit or debit card). The online system will guide you through entering your service of process address and other required details. You will receive immediate confirmation and can download a receipt.
File by Paper If You Prefer
If you cannot file online, contact the Statement Unit at the New York Department of State to request a paper form. Mail the completed form with your $9.00 check or money order to:
New York Department of State
Division of Corporations, State Records and Uniform Commercial Code
One Commerce Plaza, 99 Washington Avenue
Albany, NY 12231
You can also call (518) 473-2492 to request a form or ask questions about your filing requirements. Paper filings take longer to process than online submissions.
Verify Your Filing Status
After filing, confirm your submission by searching the New York business database at https://apps.dos.ny.gov/publicInquiry/. Enter your LLC's name or entity ID to view your current filing status and confirm the Department of State has recorded your Biennial Statement.
This verification step ensures your filing was processed correctly and your LLC remains in good standing.
Know the Consequences of Missing Your Deadline
New York does not dissolve your LLC for a missed Biennial Statement, but the Department of State will mark your LLC as past due in its records. This status appears on official certificates and can interfere with your ability to conduct business, open bank accounts, or enter contracts.
There is no separate late penalty fee, but the past-due status itself creates practical problems for your operations.
Reinstate Your LLC If You Miss the Deadline
If you miss your Biennial Statement deadline, file the overdue statement as soon as possible using the same online portal at https://filing.dos.ny.gov/ or by requesting a paper form from the Statement Unit.
Filing the overdue statement will restore your LLC's good standing with the state. There is no reinstatement fee beyond the standard $9.00 Biennial Statement fee.
Biennial Statement Deadlines for 2026 and Beyond
Your New York LLC must file a Biennial Statement every two years during the calendar month your Articles of Organization were filed. If you formed your LLC on March 15, 2024, your first Biennial Statement is due in March 2026, followed by March 2028, March 2030, and continuing biennially thereafter. The $9.00 filing fee applies to each submission, and you can file online through the New York Department of State's filing portal at https://filing.dos.ny.gov/.
Your 2026–2032 Filing Schedule
Your Biennial Statement deadlines follow a predictable two-year cycle tied to your formation month. You have the entire calendar month to file—for example, anytime between March 1 and March 31, 2026 for your first statement. Missing the deadline creates no automatic dissolution, but your LLC will be marked past due in Department records, which can complicate business transactions and official status certificates.
| Formation Month | 2026 Due Date | 2028 Due Date | 2030 Due Date | 2032 Due Date |
|---|---|---|---|---|
| January | January 2026 | January 2028 | January 2030 | January 2032 |
| February | February 2026 | February 2028 | February 2030 | February 2032 |
| March | March 2026 | March 2028 | March 2030 | March 2032 |
| April | April 2026 | April 2028 | April 2030 | April 2032 |
| May | May 2026 | May 2028 | May 2030 | May 2032 |
| June | June 2026 | June 2028 | June 2030 | June 2032 |
| July | July 2026 | July 2028 | July 2030 | July 2032 |
| August | August 2026 | August 2028 | August 2030 | August 2032 |
| September | September 2026 | September 2028 | September 2030 | September 2032 |
| October | October 2026 | October 2028 | October 2030 | October 2032 |
| November | November 2026 | November 2028 | November 2030 | November 2032 |
| December | December 2026 | December 2028 | December 2030 | December 2032 |
Example Timeline
If you formed your LLC in March 2024, your filing schedule looks like this:
- LLC formed: March 15, 2024
- First Biennial Statement due: March 2026 (anytime during the month)
- Second Biennial Statement due: March 2028
- Third Biennial Statement due: March 2030
- Fourth Biennial Statement due: March 2032
Finding Your Formation Month
If you are unsure of your formation month, check your Articles of Organization or search your LLC at https://apps.dos.ny.gov/publicInquiry/. The Secretary of State's records show your filing date clearly.
Mark Your Calendar Now
Set a reminder for the month before your Biennial Statement is due. Since there is no grace period, filing early in your due month reduces the risk of accidentally missing the deadline. Many business owners file within the first week of their due month to ensure timely submission.
Late Penalties and Consequences of Missing the Deadline
New York does not impose a separate monetary late fee for missing your Biennial Statement deadline. However, the New York Department of State will mark your LLC as past due in its official records, and this status appears on all certificates and business searches. This past-due designation creates immediate, practical obstacles to normal business operations.
Impact on Business Transactions
When your LLC shows past due on the Department of State's records, you cannot reliably open or maintain business bank accounts. Banks verify LLC status before establishing accounts, and a past-due designation signals regulatory non-compliance. You will also be unable to obtain business loans or lines of credit, as lenders pull your LLC status as part of underwriting and will reject applications from non-compliant entities.
Commercial leases require landlords to verify your LLC's good standing before signing. A past-due Biennial Statement will cause lease negotiations to stall or fail entirely. Similarly, government contracting—whether at the federal, state, or local level—requires current LLC status. Bidding on government contracts is impossible while your LLC remains past due with the New York Department of State.
Status Certificates and Professional Credibility
You cannot obtain a good standing certificate or status certificate while your LLC is past due. These certificates are often required by banks, landlords, lenders, and business partners. A past-due status will be rejected, and you'll be unable to provide proof of compliance.
Merger and Acquisition Restrictions
If you plan to merge with or acquire another business, your past-due status will block the transaction. Acquiring companies and their legal counsel conduct due diligence that includes verifying the LLC's compliance with New York filing requirements. A past-due Biennial Statement will be discovered immediately and will prevent closing.
No Grace Period or Automatic Dissolution
New York provides zero grace period days for the Biennial Statement.