Biennial Statements for Business Corporations and Limited Liability Companies

Domestic and foreign business corporations are required by Section 408 of the Business Corporation Law to file a Biennial Statement every two years with the New York Department of State. The Biennial Statement must set forth: (i) the name and business address of its chief executive officer, (ii) the street address of its principal executive office (iii) the address to which the New York Secretary of State shall forward copies of process accepted on behalf of the corporation and (iv) the number of directors constituting the board and how many directors of such board are women.

Domestic and foreign limited liability companies (LLCs) are required by Section 301(e) of the Limited Liability Company Law to file a Biennial Statement every two years with the New York Department of State setting forth the address to which the New York Secretary of State shall mail a copy of any process accepted on its behalf.

$9 filing fee for Biennial Statement.

MasterCard, Visa and American Express are acceptable forms of payment.

Most business corporations and limited liability companies (LLCs) may file their Biennial Statement online using the Department of State’s e-Statement Filing Service and pay the $9 filing fee using a credit card or debit card.  MasterCard, Visa and American Express are acceptable forms of payment.  The e-Statement Filing Service is available Monday-Friday from 6:00 a.m. to 7:30 p.m., Eastern Standard Time. 

In order to utilize the e-Statement Filing Service for the filing of a Biennial Statement, you must have the exact name of the entity and its DOS ID number.  The exact name of the entity and its DOS ID number may be found by searching the name of the entity on the Department of State’s Corporation & Business Entity Database. 

A Biennial Statement should not be filed prior to the calendar month in which the Biennial Statement is due.

file your biennial statement

The e-Statement Filing System is available Monday-Friday from 6:00 a.m. to 7:30 p.m., Eastern Standard Time, except legal holidays.

Online Filing of Biennial Statements

Most business corporations and limited liability companies (LLCs) may file their Biennial Statement online using the Department of State’s e-Statement Filing Service and pay the $9 filing fee using a credit card or debit card.  MasterCard, Visa and American Express are acceptable forms of payment.  The e-Statement Filing Service is available Monday-Friday from 6:00 a.m. to 7:30 p.m., Eastern Standard Time.  In order to utilize the e-Statement Filing Service for the filing of a Biennial Statement, you must have the exact name of the entity and its DOS ID number.  The exact name of the entity and its DOS ID number may be found by searching the name of the entity on the Department of State’s Corporation & Business Entity Database. A Biennial Statement should not be filed prior to the calendar month in which the Biennial Statement is due.
 

What is a Biennial Statement for a Business Corporation or Limited Liability Company?

Domestic and foreign business corporations are required by Section 408 of the Business Corporation Law to file a Biennial Statement every two years with the New York Department of State. The Biennial Statement must set forth: (i) the name and business address of its chief executive officer, (ii) the street address of its principal executive office, (iii) the address to which the New York Secretary of State shall forward copies of process accepted on behalf of the corporation and (iv) the number of directors constituting the board and how many directors of such board are women.

Domestic and foreign limited liability companies (LLCs) are required by Section 301(e) of the Limited Liability Company Law to file a Biennial Statement every two years with the New York Department of State setting forth the address to which the New York Secretary of State shall mail a copy of any process accepted on its behalf.
 

Why should I file a Biennial Statement?

A corporation or LLC that fails to file its Biennial Statement will be reflected in the New York Department of State’s records as past due in the filing of its Biennial Statement. Any Certificate of Status or status letter obtained from the New York Department of State will reflect that the corporation or LLC is past due in the filing of its Biennial Statement. This may prevent the corporation or LLC from completing certain business transactions.

Litigation with corporations and LLCs is often initiated by the service of process on the New York Secretary of State as agent of the corporation or LLC. The New York Department of State is required to send a copy of such process to the corporation or LLC at the post office address on file for service of process. Many companies move their location and neglect to notify the New York Department of State. Filing a Biennial Statement affords a corporation or LLC the opportunity of updating their address for service of process and avoiding the possibility of a default judgement.
 

When do I file a Biennial Statement?

The filing period for a business corporation or LLC is the calendar month in which its original Certificate of Incorporation, Articles of Organization, or Application for Authority was filed with the New York Department of State. The Biennial Statement must be filed every two years.
 

Will I receive a notice when a Biennial Statement is due for filing?

If an email address has been provided to the Department of State, the Department will send an email notice at the beginning of the calendar month in which the Biennial Statement is due.

Entities who wish to receive email Biennial Statement notices must provide an email address at the Department of State’s Email Address Submission/Update Service.
 

What is the fee for filing a Biennial Statement?

The fee for filing a Biennial Statement for a business corporation or LLC is $9. Expedited handling is not available for the filing of Biennial Statements. 
 

I filed a Biennial Statement prior to the calendar month in which the Biennial Statement is due. What should I do?

The filing period for a business corporation or LLC is the calendar month in which its original Certificate of Incorporation, Articles of Organization or Application for Authority was filed with the New York Department of State. The Biennial Statement must be filed every two years. The corporation or LLC will again be required to file a Biennial Statement in the calendar month in which the Biennial Statement is due.  

What is a Biennial Statement Amendment for a Business Corporation?

A Biennial Statement Amendment may be filed to amend the name and address of a business corporation’s chief executive officer and/or the address of the corporation’s principal executive office. The form for filing a Biennial Statement Amendment is provided by the New York Department of State. You are required to use the Biennial Statement Amendment form provided by the New York Department of State. The statutory fee for filing is $9.

To request a Biennial Statement Amendment, contact the Statement Unit of the New York Department of State’s Division of Corporations, One Commerce Plaza, 99 Washington Avenue, Albany, NY 12231-0002. You may also contact the Statement Unit by fax at (518) 486-4680 or by E-mail Your request must include the exact name of the corporation and its date of formation or authorization.

Please note that the corporation’s address for service of process may not be amended in a Biennial Statement Amendment. The address for service of process may only be amended by filing a Certificate of Change or Certificate of Amendment. The forms for filing a Certificate of Change or Certificate of Amendment are available on the Division’s website. 
 

My corporation or LLC is past due in the filing of its Biennial Statement. Can I file the Biennial Statement now?

Yes.  Biennial Statements may still be filed online on the Department’s website.  If the Biennial Statement cannot be filed online, you may request a paper form by contacting the Statement Unit of the Department of State’s Division of Corporations.  You may contact the Statement Unit by fax at (518) 486-4680 or by E-mail.  A request for a paper form must include the exact name of the corporation or LLC and its date of formation or authorization or its DOS ID number.
 

I received a Certificate of Status from the New York Department of State. It reflects that the Biennial Statement is Past Due. What can I do?

The past due Biennial Statement may be filed online on the Department of State’s website. If the Biennial Statement cannot be filed online, contact the Statement Unit of the New York Department of State’s Division of Corporations, One Commerce Plaza, 99 Washington Avenue, Albany, NY 12231-0002 to request a form to file your past due Biennial Statement. You may also contact the Statement Unit by fax at (518) 486-4680 or by E-mail Your request must include the exact name of the corporation or LLC and its date of formation or authorization or DOS ID number. 

At the time of filing the Biennial Statement or at any time thereafter, you may request a new Certificate of Status from the Division of Corporations.

 

I am not able to file my Biennial Statement online. What do I do?

Please contact the Statement Unit of the New York Department of State’s Division of Corporations, One Commerce Plaza, 99 Washington Avenue, Albany, NY 12231-0002 and request a paper form. You may also contact the Statement Unit by fax at (518) 486-4680 or by E-mail Your request must include the exact name of the corporation or LLC and its date of formation or authorization. 

 

My corporation or LLC is no longer in business. What should I do?

A domestic corporation or LLC remains active until it dissolves. A foreign corporation or LLC remains active until it surrenders or terminates its application for authority.

A domestic business corporation may be voluntarily dissolved by filing a Certificate of Dissolution pursuant to Section 1003 of the Business Corporation Law. A domestic LLC should file Articles of Dissolution pursuant to Section 705 of the Limited Liability Company Law.

A foreign corporation or LLC no longer doing business in New York State, but who remains active in their home state, should file a Certificate of Surrender of Authority pursuant to Section 1310 of the Business Corporation Law or Section 806 of the Limited Liability Company Law, as appropriate.

A foreign corporation or LLC that no longer exists in its home state, should file a Certificate of Termination of Existence pursuant to Section 1311 of the Business Corporation Law or Section 807 of the Limited Liability Company Law, as appropriate.

The forms and/or instructions for filing these documents are available on the New York Department of State’s website.