How to File a NYS Biennial Statement

Opening a small business in New York is a popular choice—according to the Small Business Administration, 99.8% of New York businesses are small businesses, with 74,018 new small businesses opening between March 2022 and March 2023.

Whether you have a small business in New York or are just getting started, you know there can be a lot to keep track of. Making sure required paperwork is filed correctly and von time to comply with state laws can be overwhelming, but it’s an essential part of maintaining your business’ good standing. 

New York state requires corporations and limited liability companies (LLCs) to file biennial statements every two years. This guide demystifies the New York State biennial statement requirement and breaks down the filing process into easy-to-follow steps. 

Here’s what you need to know about how to file your New York biennial statement. 

What is a biennial statement?

A biennial statement is a document that contains updated information about your business and the people who run it. New York LLCs and business corporations must file a biennial statement with the New York State Department of State every two years. In most other states, applicable businesses are required to file an annual report. 

The biennial statement serves to keep the state informed about your business’ contact info and the people in charge of your business. 

What information must a New York biennial statement contain?

Section 408 of the Business Corporation Law requires New York domestic and foreign corporations to file a biennial statement that contains the following information:

• The name and business address of the business’ chief executive officer (CEO)
• The street address of the business’ principal executive office
• The address the New York Secretary of State can forward copies of service of process to
• The number of directors on the business’ board
• How many of the board of directors are women

Section 301(e) of the Limited Liability Company Law requires New York domestic and foreign LLCs to file a biennial statement that contains the address where the New York Secretary of State can mail copies of service of process. 

Who qualifies as a senior officer?

In New York, a corporation’s board of directors can elect or appoint any of the following types of officers:

• President
• Vice president(s)
• Secretary
• Treasurer
• Any other officers the board decides on or are required by the business’ bylaws

Officers may need to be elected by shareholders instead of the board of directors if required by the certificate of incorporation.

An officer may need to provide security to ensure they fulfill their responsibilities and must be able to perform the duties listed in the bylaws or determined by the board of directors.

Who qualifies as a director?

An individual can serve on a New York corporation’s board of directors as long as they are at least 18 years of age and meet the requirements of the business’ certificate of incorporation or bylaws. 

How to file your New York biennial statement in 3 steps

The steps for filing your New York biennial statement include gathering the required information, navigating the online filing process, and completing and submitting your report. 

Step 1: Gather the necessary information

Depending on your entity type, you will need the following information:

• Entity name
• Department of State (DOS) ID number
• CEO’s name and address
• Street address of the principal executive office
• Address to receive service of process
• Number of directors 
• Number of directors who are women

To file your biennial statement online, you will need your exact business entity name and your DOS ID number. You can find this information by searching the New York State Department of State Corporation and Business Entity Database. 

You can search by entity name, DOS ID, assumed name, or assumed name ID, and narrow the search by selecting status or entity type. 

Step 2: Go through the online filing process 

Once you have your entity name and DOS ID number, you can go to the New York Department of State’s e-Statement Filing System and submit the required information to begin the online filing process.

The e-Statement Filing System is available Monday-Friday, 6 a.m. to 7:30 p.m., Eastern Standard Time. It is not available on holidays. 

If your biennial statement can’t be filed online, you can request a paper form by contacting the Statement Unit of the New York Department of State’s Division of Corporations via:

• Mail—Statement Unit of the New York Department of State’s Division of Corporations, One Commerce Plaza, 99 Washington Avenue, Albany, NY 12231-0002
• Fax—(518) 486-4680
• Email—corporations@dos.ny.gov

Your request must include your business’ exact name and its date of authorization or formation. 

Step 3: Complete and submit your report

When you complete and submit your report, you will need to pay a $9 filing fee.

How to file a biennial report with LegalZoom

With LegalZoom’s annual reporting service, you can spend time focusing on your business—instead of filing time-consuming paperwork. 

Simply answer a few questions about your business, and we’ll create and file your biennial statement for you.

How much does it cost to file a biennial statement in New York?

It costs $9 to file a biennial statement in New York. 

When is the deadline to submit a NYS biennial statement?

Your NYS biennial statement is due every two years in the calendar month in which you originally filed your business’ certificate of incorporation, articles of organization, or application for authority with the New York State Department of State. 

It’s important to file the biennial statement when it is due. If you file it before the month in which it’s due, you will be required to file it again at the specified time it is due.

Note that most other states require applicable businesses to file an annual report that is due each year. 

What are the penalties for not filing a biennial statement in New York?

If you don’t file your biennial statement in New York, you may not be able to complete certain business transactions. The New York State Department of State will record your business as past due in filing its biennial statement, and any certificate of status or status letter will reflect that the biennial statement is past due. 

In addition, if your business’ address for receiving service of process has changed and you haven’t notified the state via your biennial statement, the New York State Department of State may not be able to forward any copies of service of process, which could have legal repercussions, such as default judgments. 

Do all business entities need to file a biennial statement in New York?

All domestic and foreign New York corporations and LLCs need to file a biennial statement. 

Limited partnerships (LPs) and general partnerships in New York have different filing requirements. LPs must file formation documents at the county level, while general partnerships are required to file a Certificate of Limited Partnership and a Certificate of Publication with the New York State Department of State. 

What is the New York state franchise tax?

Many companies must pay a franchise tax in order to do business in the state of New York. Certain businesses that are incorporated, do business, or engage in certain activities in New York are required to file a New York State corporation tax return each year to pay a franchise tax. 

The types of businesses that need to pay franchise taxes include the following:

• Domestic corporations incorporated in New York
• Foreign corporations incorporated outside of New York that do business, employ capital, own or lease property, maintain an office, or derive receipts from activity in New York
• Foreign corporations that are a general partner in a partnership that does business, employs capital, owns or leases property, maintains an office, or derives receipts from activity in New York
• Foreign corporations that are a limited partner in a partnership that does business, employs capital, owns or leases property, maintains an office, or derives receipts from activity in New York, and are involved in any of the partnership’s business activities or affairs

The amount of franchise tax owed is the highest tax based on business income, business capital, and fixed dollar minimum taxes (plus the metropolitan transportation business tax, if applicable). 

FAQs

Can you submit a biennial statement early?

You cannot submit a biennial statement early. If you submit a biennial statement before it’s due, you will be required to submit it again in the calendar month filing period in which it is due. 

How can you pay the New York franchise tax?

Most general business corporations are required to file returns electronically and can file to pay the franchise tax using Form CT-3, General Business Corporation Franchise Tax Return.

General business corporations that submit combined tax returns with related corporations can file Form CT-3-A, General Business Corporation Combined Franchise Tax Return.

A business corporation that is required to pay the metropolitan transportation business tax (MTA surcharge) must file Form CT-3-M, General Business Corporation MTA Surcharge Return.

Can you file a biennial statement by mail?

If you can’t file your biennial statement online, you can request a paper form via mail, fax, or email. 

Do nonprofits need to file a biennial statement in New York?

No, New York nonprofits do not need to file a biennial statement.