New York: LLC Annual and Biennial Report Requirements

Requirements one by one

Frequency and filing month

Limited Liability Company Law § 301(e)(1) uses one clock for domestic and
registered foreign LLCs: the statement is filed "biennially in the calendar
month" in which the Articles of Organization or Application for Authority was
filed, or in the month of a stated effective date. The first report therefore
comes two years after formation or registration. An LLC formed on March 18,
2026 files its first Biennial Statement during March 2028 and then during March
of each even-numbered year after that.

The Department of State says not to file before the due month. This is a
one-month window, not California's six-month window and not a deadline measured
from the exact day of formation.

What goes in the statement and how to file

The LLC statement is intentionally narrow. Section 301(e)(1) asks for the
post-office address where the Secretary of State must mail a copy of process
served on the LLC. That address replaces the prior service-of-process address
on file. Keeping it current matters because a lawsuit can begin with service on
the Secretary of State; an old forwarding address can lead to a missed case and
a default judgment.

Most LLCs file through the Department's e-Statement Filing Service. The filer
needs the entity's exact name and DOS ID number. If the online service cannot
accept the filing, the Department permits a paper statement requested from its
Statement Unit.

Fee, past-due status, and cure

The fee is $9 for either a domestic or foreign LLC, as of July 16, 2026.
The Department's fee schedule excludes Biennial Statements from expedited
handling, so there is no paid rush tier to add.

Missing the month does not start a rising daily penalty. The Department marks
the LLC past due, and a Certificate of Status or status letter will show
that condition; the Department warns that this can prevent some business
transactions. The cure is direct: file the past-due statement online or obtain
the paper form, then request a new Certificate of Status if one is needed. The
Department does not describe a separate dissolution-and-reinstatement process
for this missed statement.

What trips people up

• Filing before the anniversary month. The Department says a Biennial
  Statement should not be filed before the calendar month in which it is due.
  Put the month, not just the year, on the calendar.
• Treating the filing as a full company-information report. For an LLC,
  § 301(e)(1) centers on the mailing address for service of process. The broader
  officer, director, and executive-office list on the same Department page is
  the corporation rule, not the LLC rule.
• Assuming "past due" means the LLC disappeared. The official consequence
  described for the missed statement is past-due status on Department records.
  File the overdue statement; do not submit dissolution or reinstatement papers
  merely to fix the Biennial Statement.

Common questions

Will New York email me when the statement is due?

Only if the entity supplies an email address through the Department of State's
Email Address Submission/Update Service. The LLC should still calendar its own
filing month.

Is the Biennial Statement the LLC's New York tax return?

No. It is a Department of State entity filing that updates the address for
service of process. State and federal tax filings are separate obligations.

What if the LLC has stopped doing business?

Ignoring the Biennial Statement does not close the entity. A domestic LLC that
has dissolved files Articles of Dissolution; a foreign LLC leaving New York
uses the applicable surrender or termination filing described by the
Department of State.

Statutes and sources

• N.Y. Limited Liability Company Law § 301(e)(1). Biennial cadence,
  filing month, prescribed statement, and service-of-process mailing address.
  Official current text
  (accessed July 16, 2026).
• New York Department of State — Biennial Statements. Current filing
  window, online and paper methods, $9 fee, past-due status, transaction warning,
  and overdue-statement cure. Official guidance
  (accessed July 16, 2026).
• New York Department of State — Fee Schedules. $9 domestic and foreign
  LLC Biennial Statement fee and the exclusion from expedited handling.
  Official fee schedule (accessed July 16,
  2026).