The $9 New York LLC Biennial Statement, Filed Instead of an Annual Report
New York LLCs don’t file an annual report. They file a $9 Biennial Statement with the Department of State every two years, in the calendar month the Department of State filed the LLC’s Articles of Organization. The New York LLC annual fee is a separate tax filing, Form IT‑204‑LL, owed only with New York‑source income.
Your LLC’s Biennial Statement month
The annual fee (Form IT‑204‑LL)
Which Month and Which Year the Statement Opens
The window is the whole calendar month in which the Department of State filed the LLC’s Articles of Organization (or its Application for Authority, for an LLC formed in another state). It returns every two years, counted from that month.
- Filed October 21, 2024
- First statement in October 2026, then October 2028 and every even year after.
- Filed February 29, 2024
- February 2026, then February 2028: the window is a month, so a leap day changes nothing.
Section 301(e) adds a detail missing from the Department of State’s page: when the articles state a later effective date, the effective date’s month sets the cycle. When forming an LLC at the end of the year, articles filed in late December that take effect in January put it in the January cycle.
Filing a Biennial Statement early doesn’t count. The online service refuses a statement before the window (“Biennial Statement cannot be filed prior to the Filing Window Date”), and the Department of State’s FAQ says a Biennial Statement filed ahead of the month has to be filed again in the month.
When the Department of State has an email address for the LLC, it sends a notice at the month’s start when the statement is due. That address is added or changed on the email address submission page.
Filing the New York Biennial Statement Online With the DOS ID
The e-Statement Filing Service of the New York Department of State (NYS DOS) opens a record with the LLC’s exact name and DOS ID. Both appear on its record in the Department of State’s Corporation & Business Entity Database; the New York business entity search reaches the same record.
- Enter the DOS ID number and the business name exactly as registered.
- Check the entity shown. If it is the wrong company, the service asks you to return to its home page and re-enter both.
- Confirm or update the name and address for service of process, then the filer’s details, the signer box and title.
- Pay $9 by MasterCard, Visa or American Express, credit or debit.
- Keep the confirmation email, which carries a confirmation code and the last four digits of the card.
Expedited handling isn’t offered for filing Biennial Statements. The Department of State’s page gives two schedules for the service, weekdays from 6:00 a.m. to 7:30 p.m. Eastern Standard Time in one place and 24 hours a day in another, so filing before the last evening of the month avoids relying on either.
No paper form can be downloaded. An LLC that can’t file online has to contact the Statement Unit of the Department of State, Division of Corporations, for one, at One Commerce Plaza, 99 Washington Avenue, Albany, NY 12231‑0002, giving the exact name and the date of formation or the DOS ID.
One Address for Process, and No Members or Managers Listed
Under Limited Liability Company Law § 301(e), which covers domestic and foreign limited liability companies alike, the statement sets out “the post office address within or without this state to which the secretary of state shall mail a copy of any process accepted against it.” That address is the entire LLC filing.
Process served on the New York Secretary of State is mailed to this address, so the new statement replaces the one on file, which the Department of State presents as a way of “avoiding the possibility of a default judgement” after a move.
Corporations list officers and directors (Business Corporation Law § 408) and can file a Biennial Statement Amendment; an LLC lists no members and no managers.
After the Month Ends: “Past Due” on the Record
Missing the month brings no fine and, for an LLC, no dissolution: neither § 301(e) nor the Department of State provides one. The LLC is shown as past due in the state’s records, and any Certificate of Status says so, which “may prevent the corporation or LLC from completing certain business transactions.”
The late statement is the same $9 filing, made online at any time. A Certificate of Status costs $25 and is ordered in writing (mail, hand delivery or email), never online or by phone; a fresh one can be requested once the statement is filed.
A late filing doesn’t move the cycle. The statute ties the statement to the month the articles were filed, so an LLC formed in October that catches up in March is due again in October.
A New York LLC “remains active until it dissolves,” so an inactive one still files the Biennial Statement; Form IT‑204‑LL excludes it when it has no New York‑source income, gain, loss or deduction.
Only a closing filing ends the cycle: Articles of Dissolution under § 705 of the LLC Law, or, for an LLC formed elsewhere, a Certificate of Surrender of Authority (§ 806) if it still exists at home and a Certificate of Termination of Existence (§ 807) if it doesn’t.
The New York LLC Annual Fee Is Filed on Form IT‑204‑LL
Publication and Form IT‑204‑LL are the two other New York LLC obligations; each has its own agency, calendar and consequence.
| Filing | Agency | When | Cost | If it’s missed |
|---|---|---|---|---|
| Biennial Statement | Department of State | Formation month, every two years | $9 | Shown as past due |
| Certificate of Publication | Department of State | Once, within 120 days of formation | $50, plus the newspapers | Authority to do business suspended until filed |
| Form IT‑204‑LL | Department of Taxation and Finance | Each year, March 15 for a calendar year | $25 to $4,500 | Penalties and interest |
For a New York LLC, renewal takes two recurring filing requirements: the $9 Biennial Statement every two years and, for an LLC with New York‑source activity, Form IT‑204‑LL each year. The articles don’t renew or expire: they keep the LLC on the record until it dissolves.
Some service pages describe a 60-day publication rule for LLCs formed after January 1, 2023; LLC Law § 206 says 120 days and has no such date. The Department of State applies the same 120 days to an LLC registered from another state, counted from its qualification, and a late filing annuls the suspension however late.
The annual fee is the filing fee paid to the New York State Department of Taxation and Finance on Form IT‑204‑LL, and only an LLC with New York‑source activity (income, gain, loss or deduction) owes it. An LLC taxed as a corporation never files it.
A single-member LLC treated as a disregarded entity pays $25 whatever its income. An LLC taxed as a partnership pays by bracket, based on New York‑source gross income for the preceding tax year:
| New York‑source gross income, prior year | Fee |
|---|---|
| $100,000 or less, including none | $25 |
| Over $100,000 to $250,000 | $50 |
| Over $250,000 to $500,000 | $175 |
| Over $500,000 to $1,000,000 | $500 |
| Over $1,000,000 to $5,000,000 | $1,500 |
| Over $5,000,000 to $25,000,000 | $3,000 |
| Over $25,000,000 | $4,500 |
Form and fee are due by the third month’s 15th after the tax year closes, moved to the next business day when that day falls on a weekend or legal holiday. For calendar year 2025 the date was March 16, 2026; for 2026 it is March 15, 2027. The IT‑204‑LL instructions allow no extension.
Section 301(e)(2) would let the address statement move onto this yearly tax form, but the 2025 instructions contain no such statement, so Form IT‑204‑LL does not replace the $9 Biennial Statement.
