New York is home to a whopping 2.2 million small businesses. In fact, small businesses make up 99.8% of the companies that operate in the state. By the time the first year of business rolls around, many small business owners have become excellent at handling the behind-the-scenes paperwork, from registering their business entity with the state and filing taxes to writing up things like business plans. In New York, corporations and limited liability companies (LLCs) also have to file a report every two years known as a biennial statement (for our purposes, we’ll refer to it as a biennial report).
If it’s your first time filing a biennial report, it may seem intimidating. You don’t want to accidentally file incorrectly and risk your good standing with the state. Biennial reports are also public records, meaning anyone can access the information you provide. It’s important to understand why and how you need to file a biennial report for your business.
Like business formation documents, biennial reports are filed with the New York Secretary of State. Specifically, you’ll work with the Department of State’s Division of Corporations, State Records, and UCC. The primary purpose of the report is to keep the state updated with your business’s contact information and principal workers and/or members.
Biennial reports are a requirement for:
In New York, other business entities have different reporting requirements. For example, foreign professional corporations have to file an annual report, but domestic professional corporations have to file a triennial report. Nonprofits are not required to file the report at all.
If you’ve provided an email address to the Department of State in the past, you should receive notice before your biennial report is due. You can update your email address through New York’s Email Address Submission/Update Service if you’re not sure whether you’ve given them an email address or your email address has changed. Remember that you’re still responsible for your filing on time even if you don’t get a notice, so mark your calendar.
In New York, biennial statements differ slightly if you’re filing for a corporation or LLC. Both business entities still file with the New York State Department of State. The Secretary of State uses the report to keep up-to-date contact information for each business on file.
LLCs only need to provide the street address of their service of process address. That’s the address where the company is notified of any lawsuits against the business. Corporations also need to provide their service of process address, but must include the name and business address of their chief executive officer (CEO), the address of the principal executive office, and information about the ratio of women to men on the board of directors.
Additionally, corporations will have to file a Biennial Statement Amendment if they need to update:
The most efficient way to file an amendment is by requesting a form from the State Division’s Statement Unit via fax at (518) 486-4680 or email at firstname.lastname@example.org. To change your company’s name, service of process address, purpose, or stock, you’ll need to file one of the following:
You can file your biennial statement form through New York’s online filing service on the State Department’s website. If for some reason you can’t file online, you can do so through the mail. The forms may have already been sent to your principal office or your registered agent’s address. Unfortunately, if not, they aren’t readily available on the state’s website. You’ll have to request one from the Statement Unit.
All written requests must include your Department of State (DOS) ID number or your exact business name and the date of your formation or authorization.
New York biennial reports are due every two years by the end of your registration anniversary month. This is the month you officially filed your Application of Authority or Articles of Incorporation or Organization. For example, if your business incorporated on November 12, you must file your report by November 30.
You must file your report during your anniversary month. If you file earlier, you’ll have to file again during the proper month. If you’re not sure about your due date, you can use the state’s business entity database to find out. Your anniversary month will be listed under “initial DOS filing date.”
Note: Expedited service for biennial reports is not available in New York.
Biennial reports have a $9 filing fee for corporations and LLCs in New York. This same fee applies to Biennial Statement Amendments. If you also need to file a certificate of amendment or statement of change along with your biennial report, it will cost an additional $60. New York State does not charge any late fees.
New York biennial statement forms are very straightforward. You won’t need to gather extensive information. In order to file, you will need your:
You’ll also need payment information. The Department of State accepts most major credit cards and debit cards.
After you file your biennial report through the online filing system, you should receive an email confirmation. It takes 1 to 3 days for the records to show up online. Once your records are online, they are considered public knowledge, which means anyone can request the information submitted or find it using the business entity database. This goes for if you fail to file, too. Your poor standing will be visible to everyone.
New York doesn’t have late filing fees, but there are penalties for filing late. You will lose your good standing, which will be reflected in any Certificate of Status or status letter obtained by the Department of State. This may inhibit your ability to make certain business transactions. In addition, having an old address on file can cause you to miss out on notices of litigation, resulting in a possible default judgement that may not be favorable to your bottom line.
At worst, your business status can be revoked or dissolved. If your business status is dissolved, the liability protections and tax status of your LLC or corporation vanish. Thankfully, if you do miss the deadline, you can always file late and restore your good standing retroactively, with no gap in your business status.
If you have problems filing your biennial report, you’ll need to contact the Statement Unit of the New York Department of State’s Division of Corporations.
There’s a $9 filing fee for New York biennial reports for LLCs and corporations.
You will lose your good standing with the state and be marked delinquent. This will show up if someone requests a Certificate of Status and may prevent you from making certain business transactions.
Your business could be revoked or dissolved. This will show up on a Certificate of Status, and it will remove the liability protections afforded by your corporate or LLC status. To be reinstated, you’ll have to follow the instructions on the Department of Taxation and Finance’s website.
Your business is considered active until it is formally dissolved, so you’ll need to file a biennial report unless you’ve submitted the proper paperwork. You can dissolve your business by filing an Articles of Dissolution (domestic LLCs), Certificate of Dissolution (domestic corporations), or a Certificate of Surrender of Authority or Certificate of Termination of Existence (foreign LLCs or corporations). These forms are available on the Department of State website.
Online filings are reflected in one to three days, but processing may take longer for mail-in filing as it must travel through postal mail.
Original signatures are not required by the state. Digital signatures are accepted.
Biennial statements must be filed by an officer, member, or manager.
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