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Biennial Statement

This document provide useful information on filing biennial statements.

	
		

Overview

Domestic and foreign business corporations are required by Section 408 of the Business Corporation Law to file a Biennial Statement every two years with the New York Department of State. The filing period for a business corporation is the calendar month in which its original Certificate of Incorporation or Application for Authority was filed with the New York Department of State.

Domestic and foreign limited liability companies (LLCs) are required by Section 301(e) of the Limited Liability Company Law to file a Biennial Statement every two years with the New York Department of State. The filing period for a LLC is the calendar month in which its original Articles of Organization or Application for Authority was filed with the New York Department of State.

You may file online using the Department of State’s e-Statement Filing Service and pay the filing fee using a credit card or debit card. The e-Statement Filing Service is available Monday-Friday from 6:00 a.m. to 7:30 p.m., except legal holidays. You must have the exact name of the entity and its DOS ID number to file. The exact name of the entity and its DOS ID number may be found by searching in the New York State Department of State’s Corporation and Business Entity Database. A Biennial Statement may not be filed prior to the calendar month in which the Biennial Statement is due.

If an email address has been provided to the Department of State, the Department will send an email notice at the beginning of the calendar month in which the Biennial Statement is due. Entities who wish to receive email Biennial Statement notices must provide an email address at the Department of State’s Email Address Submission/Update Service (See link below).

A corporation or LLC that fails to file its Biennial Statement will be reflected in the New York Department of State’s records as past due in the filing of its Biennial Statement. Any Certificate of Status or status letter obtained from the New York Department of State will reflect that the corporation or LLC is past due in the filing of its Biennial Statement. This may prevent the corporation or LLC from completing certain business transactions.

Corporations

Domestic and foreign business corporations are required to file a Biennial Statement setting forth:
• the name and business address of its chief executive officer,
• the street address of its principal executive office, and
• the address to which the New York Secretary of State shall forward copies of process accepted on behalf of the corporation.

Farm corporations are exempt from filing Biennial Statements. The term "farm corporation" means any domestic corporation or foreign corporation authorized to do business in this state engaged in the production of crops, livestock and livestock products on land used in agricultural production, as defined in section 301 of the agriculture and markets law. If a corporation is a farm corporation, you must request a paper Biennial Statement form directly from the Department of State. Check the Farm Corporation Exemption box, complete Part 4 on the Biennial Statement and return it to the Department of State for filing. No filing fee is required.

Limited Liability Companies

Domestic and foreign limited liability companies are required to file Biennial Statements updating the address to which the New York Secretary of State shall mail a copy of any process accepted on its behalf.

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