Staying compliant in New York

How does the New York biennial statement work?

The Biennial Statement is New York's version of an annual report: a filing made every other year, in the month your Articles were filed, for $9.^{2, 5}

The statute ties the timing to formation: the statement is due biennially, in the calendar month the articles of organization were filed. On that wording, an LLC formed in March files in March, every other year. The sources checked for this page don't say in which year the first statement falls, so confirm your first due date with the Department.¹

What the statement asks for

The core item is the address to which the New York Secretary of State shall mail a copy of any process accepted on its behalf. That address carries a lot of weight in New York, because every LLC must designate the Secretary of State as its agent for service of process. When someone sues the LLC and serves the Secretary of State, the copy goes to this address.^{5, 6}

So the biennial statement is also your scheduled chance to confirm that the right person will receive lawsuit papers. If you moved, changed bookkeepers or closed an office since the last statement, update the address when you file.

The sources checked for this page describe the fee and the address requirement but not the filing channels for the statement itself. Check the Department of State's biennial statement page for the current options. For how recurring state reports work in other states, see annual reports explained, or compare staying compliant in New Jersey and staying compliant in Connecticut.

Does New York charge LLCs a yearly tax or fee?

Some New York LLCs owe an annual filing fee to the state's tax department on Form IT-204-LL. It is charged for LLCs with New York-source income: $25 for disregarded entities, and $25 to $4,500 by New York-source gross income for LLCs taxed as partnerships.⁴

Two groups fall outside it. According to the same tax department page, LLCs with no New York-source income, and LLCs that elect corporate tax treatment, do not file Form IT-204-LL. This page doesn't cover what an LLC taxed as a corporation files instead.⁴

The filing fee is separate from the biennial statement. It is paid to a different agency, on a different form, and on a different schedule, and the sources checked for this page do not give its due date. Put it on its own line in your calendar and ask the tax department, or a tax professional, which returns apply given how your LLC is owned and taxed. Sales tax, payroll and federal filings are outside this page's scope; the IRS handles the federal side.

What happens if a New York LLC misses a filing?

Missing the biennial statement leads to past-due status; the Department doesn't publish a fine for it. An LLC that fails to file it will be reflected in the New York Department of State’s records as past due.⁵

That status is easy to overlook, because no bill arrives. The sources checked for this page don't say whether it affects a certificate of good standing or how the record is brought current, so if a bank, lender or buyer asks for proof of good standing, check the LLC's record and ask the Department how to clear it.

The publication deadline carries the heavier penalty

New LLCs face a second deadline with a stronger consequence. After formation, the LLC must publish its Articles or a notice in two newspapers chosen by the county clerk for six consecutive weeks, with the newspapers designated for the county in which the office of the LLC is located, then file the Certificate of Publication ($50) within 120 days. Failure to publish and file in time will result in the suspension of the LLC’s authority.³

The sources checked for this page do not set out what it costs to lift a suspension or what newspapers charge for the notices. The cheapest ways to form a New York LLC page covers how publication fits into the total, and the New York LLC formation guide walks through the steps.

Dissolution and reinstatement

The Department's pages checked for this site don't describe an administrative dissolution procedure or a reinstatement fee for domestic LLCs tied to a missed biennial statement. If your LLC's record shows anything beyond past due, ask the Department directly, and talk to a lawyer if the business signed contracts while its authority was suspended.

How do you keep your agent details and process address current?

Keep two things accurate: the address where the Secretary of State mails process, and any registered agent you chose to name. Every LLC already has the state as its agent, since every LLC must designate the Secretary of State as its agent for service of process.⁶

A registered agent is optional in New York (N.Y. Ltd. Liab. Co. Law § 302). If you have one, a Certificate of Change costs $30 and is the filing used to "make, revoke or change the designation of a registered agent". If an agent resigns, it must send a copy to the LLC by registered mail, and its designation ends 30 days after filing. The New York registered agent guide covers who may act as one and the change steps in order, and the general guides on changing an agent and cancelling a service cover the rest.^{2, 7, 8}

Foreign LLCs registered here (the Application for Authority costs $250) keep the same biennial cycle, keyed to the month their application for authority was filed. The publication rule covers them as well: foreign LLCs must also publish within 120 days.^{1, 9}

What providers' compliance features cover in New York

Most compliance products are sold as annual report services. In New York the matching filing is the biennial statement, and the state fee is only $9, so nearly all of what a filing plan costs is the provider's own charge. Ask any provider in writing whether its plan files New York's biennial statement, and how often it bills for a filing due every other year. The list below follows our score, highest first.²

• Tailor Brands includes annual compliance report filing and updates in its Essential and Elite packages, not in Lite, and its agent service says the agent can file the annual report if instructed.^{10, 11}
• ZenBusiness lists Annual Report Filing $100 per report and Worry-Free Compliance $199/year. Its agent service renews at $199/yr.^{12, 13}
• LegalZoom's annual report service costs $99 + state filing fees and bills once.¹⁴
• Bizee (formerly Incfile) advertises free lifetime compliance notifications and offers report filing with no standalone price stated.^{15, 16}
• Swyft Filings sells ComplianceGuard $199/year. It starts with a 14-day free trial, after which the plan is auto-charged.¹⁷
• doola lists annual report notifications.¹⁸
• Northwest Registered Agent charges $100 + state fees.¹⁹
• Rocket Lawyer charges $100 with Pro membership, excluding state fees.²⁰
• InCorp Services charges $89 + state fees for report filing, and its agent service lists email reminders before deadlines (annual reports, franchise tax).^{21, 22}
• Harbor Compliance charges $199 per state per year plus filing fees. Its agent terms require notice of non-renewal at least 90 days before the end of the current term.^{23, 24}

A plan billed per year, for a filing due every other year, can cost more than the filings it covers. Side-by-side terms are on the New York registered agent comparison, and a wider view is on services with compliance tools.

What does a New York LLC calendar look like in the first year and after?

The first months hold the deadline that can suspend the LLC; after that, the rhythm is one short statement every other year.

Year one

1. Articles filed. Your filing month is now fixed; it sets every future biennial statement.
2. Publication. Place the notice in the newspapers the county clerk designates, then file the Certificate of Publication, which costs $50, so that both steps are done within 120 days.³
3. Process address. Confirm that the mailing address for process on your LLC's record is one someone checks.
4. Taxes. Ask the tax department whether your LLC files Form IT-204-LL and when, and keep that date on a separate list.⁴
5. Agent service, if you use one. Note its renewal date and any notice period in its terms.

Year two and later

1. Biennial statement, every other year in your filing month, for $9. Confirm or update the mailing address for process when you file.²
2. The tax department's yearly filing fee, if it applies to your LLC.
3. Agent renewal, if you pay for a service. Decide before any notice deadline whether to keep it.
4. A record check. Look up your LLC on the Department's database once a year, and file a Certificate of Change ($30) if your agent changes.^{2, 8}

Terms on this page, such as service of process and good standing, are defined in the glossary. For what an agent does day to day, read what a registered agent is.