LLC Annual and Biennial Report Requirements in New York
At a glance
| Periodic report obligation | Yes — a Biennial Statement with the New York Department of State under N.Y. LLC Law § 301(e); domestic and registered foreign LLCs are covered |
|---|---|
| Frequency and first report | Every 2 years; the first statement is due 2 years after the Articles of Organization or Application for Authority was filed, in the same calendar month (N.Y. LLC Law § 301(e)(1)) |
| Due date and filing window | File during the calendar month in which the articles, application, or stated effective date occurred; the Department says not to file before that due month (§ 301(e)(1)) |
| Filing office and method | New York Department of State, Division of Corporations. Most LLCs file online through the e-Statement Filing Service using the exact entity name and DOS ID; a paper form may be requested if online filing is unavailable |
| Required information | The post-office address, inside or outside New York, where the Secretary of State must mail a copy of process accepted for the LLC (§ 301(e)(1)); the online service also requires the exact entity name and DOS ID to reach the filing |
| Filing fee and related charges | $9 for a domestic or foreign LLC Biennial Statement (Department of State fee schedule, as of 2026-07-16); expedited handling is not offered for Biennial Statements |
| Late fee and delinquency | No separate late fee stated — the overdue filing remains $9. Department records and any Certificate of Status or status letter show the LLC as past due, which may prevent some business transactions |
| Dissolution, reinstatement, and cure | The Department treats a missed Biennial Statement as past-due status, not an automatic dissolution or cancellation. Cure by filing the overdue statement online or on the requested paper form; a new Certificate of Status may then be requested |
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).
Source links
Every statute quoted above, linked, with the date we checked it.
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