New York LLC Biennial Statement: Due Date, Fee and What Happens If You Miss It
New York LLCs file a Biennial Statement with the New York Department of State, Division of Corporations, every two years. The state fee is $9. File the Biennial Statement during the calendar month in which the LLC's Articles of Organization were originally filed, every second year. No separate late fee; a past-due statement can be filed online at any time for the same $9.
How the Biennial Statement works in New York
New York LLCs do not file an annual report. Instead, they file a Biennial Statement with the Department of State, Division of Corporations, once every two years. The fee is only $9, and the filing period is the calendar month in which the original Articles of Organization were filed, so an LLC formed in May 2025 files during May 2027, then May 2029. The Department says not to file before that month. The statement mainly confirms the address where the Secretary of State forwards lawsuits served on the LLC, which is why an out-of-date address can lead to a default judgment the owners never hear about. Missing the window carries no penalty, but the LLC shows as past due on Certificates of Status. Two other New York duties catch owners off guard: the 120-day newspaper publication requirement after formation, and the separate IT-204-LL filing fee owed to the Department of Taxation and Finance.
First report: The first Biennial Statement is due during the formation month two years after the Articles of Organization were filed.
When your Biennial Statement is due: worked examples
| If the LLC was formed | The report is due |
|---|---|
| March 15, 2026 | March is the reference month: The filing period is the calendar month in which the original Articles of Organization (or Application for Authority) were filed, every two years; the Department asks filers not to file before that month. |
| August 20, 2026 | August is the reference month: The filing period is the calendar month in which the original Articles of Organization (or Application for Authority) were filed, every two years; the Department asks filers not to file before that month. |
| December 5, 2026 | December is the reference month: The filing period is the calendar month in which the original Articles of Organization (or Application for Authority) were filed, every two years; the Department asks filers not to file before that month. |
If you miss the deadline
- No separate late fee; a past-due statement can be filed online at any time for the same $9.
- An LLC that does not file is shown as past due in Department of State records, and Certificates of Status reflect that status, which can block bank, lending or sale transactions; New York does not dissolve an LLC for failing to file the Biennial Statement.
- Fixing a dissolved or forfeited LLC is covered in our New York LLC reinstatement guide.
How to file the New York Biennial Statement
- Online through the Department of State's e-Statement Filing Service, which needs the LLC's exact name and DOS ID and a Visa, MasterCard or American Express card; paper forms are available by email request to the Statement Unit.
- What becomes public: The address to which the Secretary of State mails copies of legal process served on the LLC.
- Filed or paid alongside it: Separately, LLCs with New York source income file Form IT-204-LL with the Department of Taxation and Finance and pay an annual filing fee from $25 to $4,500 by the 15th day of the third month after the tax year ends, with no extension.
- Official filing page: file with the state
What New York charges over five years
| Item | Amount |
|---|---|
| Formation filing fee | $200 |
| Biennial Statement fees, years 1-5 | $18 |
| State filing fees, five years | $218 |
Counts only the formation fee and the Biennial Statement fee. Separately, LLCs with New York source income file Form IT-204-LL with the Department of Taxation and Finance and pay an annual filing fee from $25 to $4,500 by the 15th day of the third month after the tax year ends, with no extension. Registered agent service, if you use one, typically adds $100 to $300 a year.
New York compared with nearby states
| State | Filing | Fee | Due | Late fee |
|---|---|---|---|---|
| New York | Biennial Statement | $9 | Formation month, every 2 years | See rules |
| New Jersey | Annual Report | $75 | End of anniversary month | See rules |
| Pennsylvania | Annual Report | $7 | September 30 each year | See rules |
| Connecticut | Annual Report | $80 | March 31 each year | See rules |
| Massachusetts | Annual Report | $500 | Anniversary date | See rules |
| Vermont | Annual Report | $45 | March 31 for calendar-year LLCs | See rules |
Mistakes New York owners make
- Filing the Biennial Statement early, when the Department of State asks LLCs to file only during the formation month of the due year.
- Paying a solicitation service many times the $9 state fee for a filing that takes minutes on the e-Statement Filing Service.
- Leaving an outdated process address on file, which can mean lawsuit papers forwarded by the Secretary of State never reach the owners.
- Assuming the Biennial Statement covers the IT-204-LL filing fee, which is a separate annual obligation to the Department of Taxation and Finance with no extension.
New York LLC annual report: questions
When is a New York LLC Biennial Statement due?
It is due every two years during the calendar month in which the Articles of Organization were originally filed. An LLC formed in October 2024 files during October 2026, then October 2028. The Department of State emails a reminder at the start of the due month if an email address is on file.
What happens if my New York LLC misses its Biennial Statement?
There is no late fee and the LLC is not dissolved. It is marked past due in the Department of State's records, and Certificates of Status show that status, which can hold up loans or sales. Filing the $9 statement online clears it, and a new certificate can then be ordered.
Does a New York LLC have to report its beneficial owners?
After the 2025 amendments, New York's beneficial ownership disclosure under LLC Law sections 1106 to 1108, effective January 1, 2026, applies to LLCs formed under the law of a foreign country that are authorized to do business in New York. LLCs formed in New York or another US state are not covered by that filing.
- dos.ny.gov/biennial-statements-business-corporations-and-limited-liability-compa
- dos.ny.gov/certificate-publication-domestic-limited-liability-company-0
- dos.ny.gov/forming-limited-liability-company-new-york
- dos.ny.gov/beneficial-owner-disclosure
- dos.ny.gov/beneficial-ownership-disclosure-frequently-asked-questions
- tax.ny.gov/pdf/2024/inc/it204lli_2024.pdf
Related: How to start an LLC in New York · Reinstating a New York LLC · Annual report fees in every state · LLC costs compared
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Last reviewed October 30, 2026 against the sources listed above. Figures marked † could not be confirmed on an official page; check them with the state before relying on them. General information, not legal or tax advice.