FAQ-Biennial Statements

Beginning May 1, 2012, most business corporations and limited liability companies (LLCs) may file their Biennial Statement online and pay the $9 fee using a credit card or debit card. The Biennial Statement form, which will be mailed to the address of the corporation or LLC, will provide the necessary information for online filing.

A Biennial Statement may not be filed prior to the calendar month in which it is due.

Online filing is only available if an entity received a Biennial Statement form from the Department of State after May 1, 2012. Do not call the Department of State for the entity’s DOS ID number.

If you have the required information, you may file your Biennial Statement online.


How do I contact the Statement Unit?

What is a Biennial Statement for a Business Corporation or Limited Liability Company?

Why should I file a Biennial Statement?

Where do I get the form for filing a Biennial Statement?

When do I file a Biennial Statement?

What is the fee for filing a Biennial Statement?

What is a Biennial Statement Amendment for a Business Corporation?

My corporation or LLC is past due in the filing of its Biennial Statement. Can I file the Biennial Statement now?

I received a Certificate under Seal from the New York Department of State. It reflects that the Biennial Statement is Past Due. What can I do?

I never received, or have lost, my Biennial Statement. What do I do?

I received a Biennial Statement, but my corporation or LLC is no longer in business. What should I do?



How do I contact the Statement Unit?

You may contact the Statement Unit of the New York Department of State’s Division of Corporations by E-mail or by fax to (518) 486-4680. Any request for a biennial statement must be made in writing and include the exact name of the corporation or LLC and its date of formation or authorization. The mailing address is New York State Department of State, Division of Corporations, Statement Unit, One Commerce Plaza, 99 Washington Avenue, Albany, NY 12231-0002.


What is a Biennial Statement for a Business Corporation or Limited Liability Company?

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 Biennial Statement must set forth: (i) the name and business address of its chief executive officer, (ii) the street address of its principal executive office and (iii) the address to which the New York Secretary of State shall forward copies of process accepted on behalf of the corporation. The Biennial Statement form is provided by the New York Department of State. Not-for-profit corporations are not required to file Biennial Statements.

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 setting forth the address to which the New York Secretary of State shall mail a copy of any process accepted on its behalf. The Biennial Statement form is provided by the New York Department of State.


Why should I file a Biennial Statement?

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 under Seal 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.

Litigation with corporations and LLCs is often initiated by the service of process on the New York Secretary of State as agent of the corporation or LLC. The New York Department of State is required to send a copy of such process to the corporation or LLC at the post office address on file for service of process. Many companies move their location and neglect to notify the New York Department of State. Filing a Biennial Statement affords a corporation or LLC the opportunity of updating their address for service of process and avoiding the possibility of a default judgement.


Where do I get the form for filing a Biennial Statement?

The Biennial Statement is made on forms provided by the New York Department of State. You may only use the forms provided by the New York Department of State.

For business corporations, the Biennial Statement is automatically mailed to the address of the principal executive office or, if none is listed, the form is mailed to the address for service of process. The Biennial Statement is mailed in the beginning of the calendar month in which it is due.

For LLCs, the Biennial Statement is automatically mailed to the address for service of process. The Biennial Statement is mailed to the LLC in the beginning of the calendar month in which it is due.

If you have not received a Biennial Statement by the end of the month, please contact the Statement Unit of the New York Department of State’s Division of Corporations, One Commerce Plaza, 99 Washington Avenue, Albany, NY 12231-0002 to request a copy. You may also contact the Statement Unit by fax at (518) 486-4680 or by E-mail. Your request must include the exact name of the corporation or LLC and its date of formation or authorization.  The Biennial Statement form may not be requested prior to the end of the calendar month in which the filing is due.


When do I file a Biennial Statement?

The filing period for a business corporation or LLC is the calendar month in which its original Certificate of Incorporation, Articles of Organization or Application for Authority was filed with the New York Department of State. The Biennial Statement must be filed every two years.


What is the fee for filing a Biennial Statement?

The fee for filing a Biennial Statement for a business corporation or LLC is $9. Expedited handling is not available for Biennial Statements.

Checks or money order should be made payable to the "New York Department of State." You may submit your Biennial Statement by fax and pay the fee with a credit or debit card. The New York Department of State accepts MasterCard, Visa and American Express.  To pay the filing fee using your credit or debit card, simply complete and sign the Credit Card/Debit Card Authorization Form and submit it to the Statement Unit of the Division of Corporations with your completed Biennial Statement.  Please fax the Biennial Statement and Credit Card/Debit Card Authorization Form to (518) 486-4680.  


What is a Biennial Statement Amendment for a Business Corporation?

A Biennial Statement Amendment may be filed to amend the name and address of a business corporation’s chief executive officer and/or the address of the corporation’s principal executive office. The form for filing a Biennial Statement Amendment is provided by the New York Department of State. You are required to use the Biennial Statement Amendment form provided by the New York Department of State. The statutory fee for filing is $9.

To request a Biennial Statement Amendment, contact the Statement Unit of the New York Department of State’s Division of Corporations, One Commerce Plaza, 99 Washington Avenue, Albany, NY 12231-0002. You may also contact the Statement Unit by fax at (518) 486-4680 or by E-mail. Your request must include the exact name of the corporation or LLC and its date of formation or authorization.

Please note that the corporation’s address for service of process may not be amended in a Biennial Statement Amendment. The address for service of process may only be amended by filing a Certificate of Change or Certificate of Amendment. The forms for filing a Certificate of Change or Certificate of Amendment are available on the Division’s website.  


My corporation or LLC is past due in the filing of its Biennial Statement. Can I file the Biennial Statement now?

Yes, simply contact the Statement Unit of the New York Department of State’s Division of Corporations, One Commerce Plaza, 99 Washington Avenue, Albany, NY 12231-0002 to request a copy of the Biennial Statement. You may also contact the Statement Unit by fax at (518) 486-4680 or by E-mail. Your request must include the exact name of the corporation or LLC and its date of formation or authorization. 


I received a Certificate under Seal from the New York Department of State. It reflects that the Biennial Statement is Past Due. What can I do?

Contact the Statement Unit of the New York Department of State’s Division of Corporations, One Commerce Plaza, 99 Washington Avenue, Albany, NY 12231-0002 to request a form to file your past due Biennial Statement. You may also contact the Statement Unit by fax at (518) 486-4680 or by E-mail. Your request must include the exact name of the corporation or LLC and its date of formation or authorization. 

At the time of filing the Biennial Statement or at any time thereafter, you may request a new Certificate under Seal from the Division of Corporations. For additional information on obtaining a Certificate under Seal please visit the Division's website.


I never received, or have lost, my Biennial Statement. What do I do?

Please contact the Statement Unit of the New York Department of State’s Division of Corporations, One Commerce Plaza, 99 Washington Avenue, Albany, NY 12231-0002 and request a copy. You may also contact the Statement Unit by fax at (518) 486-4680 or by E-mail.


I received a Biennial Statement, but my corporation or LLC is no longer in business. What should I do?

The New York Department of State will continue to send Biennial Statements. A domestic corporation or LLC remains active until it dissolves. A foreign corporation or LLC remains active until it surrenders or terminates its application for authority.

A domestic business corporation may be voluntarily dissolved by filing a Certificate of Dissolution pursuant to Section 1003 of the Business Corporation Law. A domestic LLC should file Articles of Dissolution pursuant to Section 705 of the Limited Liability Company Law.

A foreign corporation or LLC no longer doing business in New York State, but who remains active in their home state, should file a Certificate of Surrender of Authority pursuant to Section 1310 of the Business Corporation Law or Section 806 of the Limited Liability Company Law, as appropriate.

A foreign corporation or LLC that no longer exists in its home state, should file a Certificate of Termination of Existence pursuant to Section 1311 of the Business Corporation Law or Section 807 of the Limited Liability Company Law, as appropriate.

The forms and/or instructions for filing these documents are available on the New York Department of State’s website.