Key Takeaways

  • A biennial statement must be filed every two years by LLCs, LLPs, and corporations to maintain active status with the Department of State.
  • The statement confirms business details such as the company name, DOS ID, and service of process address.
  • Failure to file can result in the business being labeled as delinquent or not in good standing, which can affect legal and financial standing.
  • States use biennial statements to keep business contact and ownership information up to date.
  • Filing fees vary by entity type and state, but online filing is typically the fastest method.
  • Even when no changes occur in business details, a biennial statement must still be filed.
  • Businesses can amend previously filed statements to correct or update key information.

What Is a Biennial Statement?

A biennial statement is a document that all businesses, both foreign and domestic, must file every two years as required by the Business Corporation Law and the Limited Liability Company Law.

While non-profits and limited partnerships are not required to file biennial statements; LLCs, LLPs, and corporations must file their reports with the Department of State.

It is important to note that the Business Corporation Law (BCL) applies to the operations of the majority of co-ops.

It is common for states to use annual reports, and these documents are frequently confused with biennial statements. The state uses biennial statements to stay informed of the contact information of your LLC.

Your biennial statement must provide the following information:

  • The name of your LLC
  • Your Service of Process address
  • Your Department of State Number, also known as your DOS ID Number

When your Service of Process address changes, you must pay a fee and alert the state. However, only the fee must be paid when your address has not changed.

It is possible to locate your DOS number on your Filing Receipt, which the state should have provided you after your Articles of Organization were filed. You can also visit the state's online database and perform an LLC name search to locate your DOS Number. Calling the state for this information is also an option.

Your biennial statement will be determined by the calendar month in which you filed your Articles of Organization. The biennial statement is mailed at the start of the month when it must be submitted.

You will receive a reminder from the state at the beginning of the month when your statement is due. LLCs that were formed online will receive an email reminder for the biennial statement, and LLCs formed by mail will receive their statement in the mail. 

Why Biennial Statements Matter for Businesses

Filing a biennial statement is not just a formality—it plays a crucial role in maintaining a business’s legal standing. The biennial statement ensures that the Department of State (DOS) has the most current information about your company’s officers, service of process address, and location. This helps the state efficiently communicate with your business and deliver legal documents when necessary.

Failure to file on time can result in your entity being listed as inactive or “not in good standing,” which may affect your ability to secure financing, enter into contracts, or renew business licenses. Banks and government agencies often verify a company’s standing before engaging in financial or regulatory transactions.

Biennial statements also help prevent identity fraud by confirming that your business’s information is accurate and up to date. By staying compliant, companies can avoid administrative headaches and demonstrate professionalism to clients, investors, and regulators.

Penalty Fees

Although there is no penalty fee for failing to submit your biennial statement on time, your LLC will be marked as ‘delinquent' or ‘not in good standing' by the state. Correcting this issue requires you to contact the state to retrieve your biennial statement form.

You will be contacted for biennial statement forms by mail after your request is made, as you will no longer have online access, and until you have correctly submitted your form, your LLC may not be able to do business in the state.

At the discretion of the NY Attorney General, New York Charities may be subject to stiff penalties for failure to submit a biennial statement. Charities may be fined as much as $100 per day, and their registration may be automatically revoked.

Consequences of Failing to File or Update Information

Although some states, such as New York, do not charge a late fee for missing the biennial statement deadline, failing to file can have serious consequences. Once a business is marked as delinquent or not in good standing, it may:

  • Lose access to online filing privileges.
  • Be unable to obtain Certificates of Good Standing.
  • Be barred from conducting business transactions in the state.
  • Risk administrative dissolution if noncompliance continues.

Additionally, if your service of process address or registered agent information changes and is not updated through the biennial statement, your business could miss critical legal notices. For foreign entities registered to do business in the state, failure to comply may lead to suspension of the authority to transact business.

Links for filing Biennial Statement

Charities should use this address.

Filing Deadlines and Fees

The due date for your biennial statement is determined by the month in which your Articles of Organization or Incorporation were initially filed. The filing window remains open for the entire anniversary month every two years. For example, if your LLC was formed in June 2022, the next biennial statement will be due in June 2024.

Filing fees vary depending on the entity type:

  • Corporations: $9 in New York
  • LLCs and LLPs: $9
  • Foreign entities: Same fee structure but may face additional requirements

Filing online is the preferred and fastest method through the New York Department of State e-Statement Filing System, though businesses may also file by mail. Always confirm fees directly on your state’s official website before submitting.

Step by Step Procedure in Filing for Biennial Statement

  • Click ‘Biennial Statements,' which you will find under ‘Select Links' on the right-hand side of the website.
  • In the first field, submit your DOS Number and then your business name, which should be submitted precisely the way it appears on your Filing receipt.
  • Keeping your biennial statement up to date. Filing on time ensures the Department of State (DOS) can easily contact the co-op, including delivery of litigation papers. Typically, co-ops face litigation by service of process of the DOS. Copies of legal papers must be provided to the co-op as soon as they are filed with the DOS.

Biennial Statement Amendments can be used to update the name or address of a corporation's main office or its CEO. These forms cannot be used to change the service of process address, which must be altered using a Certificate of Amendment or Certificate of Change.

Basic rules for filing your biennial statement include:

  • Enter your name after checking off ‘Credit Card Information.'
  • Under the ‘Capacity Field,' select ‘Member.'
  • Next, enter all requested information, including your credit card number, its expiration date, your billing address zip code, and your email address.
  • Click ‘Next' after you have finished filling in the requested information.
  • On the next page, you will receive a confirmation message if your payment has been received, but you will not be provided with a printable receipt.
  • If you are unable to locate your DOS number, or if you're trying to make a late payment, you should call the state for assistance.

Biennial Statement Amendments and Recordkeeping

Once your biennial statement has been filed, it’s important to maintain records for your business archives. You can download and print a confirmation copy from the Department of State’s website for future reference. Businesses that need to change their main office address, CEO name, or mailing address should use a Biennial Statement Amendment form rather than refiling a standard biennial statement.

Keep in mind that the biennial statement cannot be used to change your registered agent or service of process address—those changes must be made through a Certificate of Amendment or Certificate of Change.

Maintaining accurate records ensures smooth compliance during renewals or audits and prevents potential miscommunication with the Department of State. Many businesses choose to set electronic reminders or rely on compliance services to avoid missing filing deadlines.

Frequently Asked Questions

  1. Is a biennial statement the same as an annual report?
    No. While both documents update state business records, a biennial statement is filed every two years, whereas an annual report is submitted yearly.
  2. Who needs to file a biennial statement?
    LLCs, LLPs, and corporations—both domestic and foreign—must file biennial statements to stay in good standing. Nonprofits and limited partnerships are typically exempt.
  3. How do I find my filing due date?
    Your filing date is based on the month when your business entity was originally formed or authorized to do business. The state sends reminders by mail or email near the due month.
  4. Can I update my business address or officer information with the biennial statement?
    Yes, you can update your main office or CEO information. However, changing your registered agent or service of process address requires a separate filing.
  5. What happens if I forget to file my biennial statement?
    Your business may be marked as “not in good standing,” lose online access, and eventually face administrative dissolution if the issue is not corrected.

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