LLP 5 Year Statement FAQs

What is an LLP Statement for a Limited Liability Partnership?

Why should I file a LLP Statement?

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

When do I file a LLP Statement?

What is the fee for filing a LLP Statement?

What do I do if our RLLP or NYRFLLP has been revoked?

I received a LLP Statement, but my LLP is no longer in business. What should I do?



What is an LLP Statement for a Limited Liability Partnership?

Registered limited liability partnerships (RLLPs) and New York registered foreign limited liability partnerships (NYRFLLPs) must file an LLP Statement within sixty days prior to the fifth anniversary of the effective date of their registration or notice of registration, and every five years thereafter as required by the Partnership Law.

The LLP Statement is made on a form provided by the Department of State and must set forth: (1) for RLLPs, pursuant to Partnership Law Section 1500(g), (i) the name of the RLLP, (ii) the address of its principal office, (iii) the address to which the Secretary of State shall mail a copy of any process, and (iv) a statement that it is eligible to register as a RLLP pursuant to subdivision (a) of Section 1500 of the Partnership Law; or, (2) for NYRFLLPs, pursuant to Partnership Law Section 1502(f), (i) the name of the NYRFLLP, (ii) the address of its principal office, (iii) the address to which the Secretary of State shall mail a copy of any process, and (iv) a statement that it is a foreign limited liability partnership.

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Why should I file a LLP Statement?

The registration of a RLLP that fails to timely file the LLP Statement will be revoked. The status of a NYRFLLP that fails to timely file the LLP Statement will be revoked.

Litigation with RLLPs and NYRFLLPs is often initiated by the service of process on the Secretary of State as agent of the RLLP or NYRFLLP. The Department of State is required to send a copy of such process to the RLLP or NYRFLPP at the post office address on file for service of process. Many companies move their location and neglect to notify the Department of State. Filing an LLP Statement affords a RLLP or NYRFLLP the opportunity of updating their address for service of process and avoiding the possibility of a default judgement.

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

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

The LLP Statement is automatically mailed to the address of the principal office of the RLLP or NYRFLLP. The LLP Statement is mailed two months prior to the due date.

If you have not received a LLP statement, please contact the Statement Unit of the New York State 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. You must include the exact name of the RLLP or NYRFLLP and the date of filing of the certificate/notice of registration.

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When do I file a LLP Statement?

The filing period for a RLLP or NYRFLLP is within sixty days prior to the fifth anniversary of the effective date of its registration or notice of registration, and every five years thereafter.

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What is the fee for filing a LLP Statement?

The fee for filing the LLP Statement for a RLLP is $20. The fee for filing the LLP Statement for a NYRFLLP is $50. Expedited Handling Service is not available for filing LLP statements.

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


What do I do if our RLLP or NYRFLLP has been revoked?

If a RLLP or NYRFLLP does not timely file its LLP Statement, the Department of State will revoke its registration. A RLLP or NYRFLLP so revoked, may file with the Department of State the required LLP Statement with the statutory filing fee. In addition to filing the LLP Statement, the RLLP or NYRFLLP is required to file a Certificate of Consent, which is provided by the New York State Department of State. You may request a Certificate of Consent at the time of filing the LLP Statement. The fee for a Certificate of Consent is $50. The filing of the Certificate of Consent will annul the revocation of the registration.

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I received a LLP Statement, but my LLP is no longer in business. What should I do?

The Department of State will continue to send LLP Statements to all active entities. A RLLP or NYRFLLP remains active on the Department’s records until it files a certificate of withdrawal.

The registration of a RLLP may be withdrawn by filing a Certificate of Withdrawal pursuant to Section 121-1500(f) of the Partnership Law. The notice of registration of a NYRFLLP may be withdrawn by filing a Certificate of Withdrawal pursuant to Section 1502(e) of the Partnership Law.

The forms and/or instructions for filing documents are available on the Department’s website.