How to Reinstate an LLC in New York
A past due New York LLC can be reinstated through the New York Department of State, Division of Corporations. There is no reinstatement fee: a past-due status is cleared by filing the Biennial Statement for $9, and a publication suspension is annulled by filing a Certificate of Publication for $50 plus the newspapers' publication charges. Time limit: No time limit; a past-due Biennial Statement or a missing Certificate of Publication can be filed at any time.
How reinstatement works in New York
New York does not administratively dissolve an LLC for skipping its Biennial Statement, so there is no formal reinstatement application or fee. The record simply shows the LLC as past due until the $9 statement is filed online, after which a new Certificate of Status can be ordered. The status that actually stops an LLC from operating comes from the publication rule in LLC Law section 206. If the LLC did not publish its articles or a notice of formation in two newspapers designated by the county clerk for six consecutive weeks and file a Certificate of Publication within 120 days, its authority to carry on business is suspended. The fix is to complete the publication, which can cost far more than the $50 filing fee depending on the county, and then file the certificate with both affidavits. Filing annuls the suspension, and there is no deadline for doing so.
Steps to reinstate a New York LLC
- File the past-due Biennial Statement online with the $9 fee
- For a publication suspension, publish the articles or a notice of formation in two county-designated newspapers once a week for six consecutive weeks
- File the Certificate of Publication with both newspapers' affidavits of publication attached
- Request a new Certificate of Status after filing if a bank or buyer needs proof of good status
- Form to use: Biennial Statement (e-Statement Filing Service); Certificate of Publication for Domestic Limited Liability Company.
- Biennial Statements online through the e-Statement Filing Service; the Certificate of Publication is mailed to the Department of State, Division of Corporations, One Commerce Plaza, 99 Washington Avenue, Albany, NY 12231.
What happens to the LLC and its name
- Your LLC name: Because a past-due or publication-suspended LLC is not dissolved, its name stays on the record and remains protected.
The most common cause is a missed Biennial Statement. See the New York Biennial Statement guide for deadlines so it does not happen again.
Reinstatement in New York and nearby states
| State | Reinstatement fee | Time limit |
|---|---|---|
| New York | Varies | No time limit |
| New Jersey | $75 | No time limit |
| Pennsylvania | $35 | No time limit |
| Connecticut | $120 | No time limit |
| Massachusetts | $100 | No time limit |
| Vermont | $35 | No time limit |
Mistakes that slow down a New York reinstatement
- Searching for a reinstatement form for a past-due New York LLC, when filing the $9 Biennial Statement is all that is required.
- Overlooking the newspaper publication requirement, which suspends the LLC's authority to do business after 120 days even if every Biennial Statement is current.
- Filing a Certificate of Publication whose LLC name does not exactly match the name in the original Articles of Organization.
New York LLC reinstatement: questions
Can a New York LLC be administratively dissolved for not filing Biennial Statements?
No. The Department of State lists a non-filing LLC as past due but does not dissolve it. Filing the overdue $9 Biennial Statement online through the e-Statement Filing Service brings the record current, and there is no separate reinstatement filing or fee.
How do I lift a New York LLC suspension for not publishing?
Publish the articles or a notice of formation in two newspapers chosen by the county clerk where the LLC's office is located, once a week for six weeks. Then file a Certificate of Publication with both affidavits and the $50 fee. Under LLC Law section 206, filing annuls the suspension.
Is there a deadline to fix a New York publication suspension?
No. The 120-day deadline only determines when the suspension starts. The LLC can complete publication and file the Certificate of Publication at any time afterward, and the suspension is annulled when the certificate is filed. Until then, the LLC's authority to carry on business remains suspended.
- 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: New York annual requirements · Starting an LLC in New York · Reinstatement in every state
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Last reviewed October 30, 2026 against the sources listed above. Figures marked † could not be confirmed on an official page. General information, not legal or tax advice.