You apply for financing to for assistance with your business. The bank performs their due diligence and discover your Corporation or LLC is past due in filings with New York State. How can this be? You have filed all your corporate and payroll tax returns in a timely manner. One important filing overlooked was that of the New York State Biennial Statement. A $9 filing fee has prevented you from growing your business.
Section 408 of the New York Business Corporation Law and Section 301(e) of the New York Limited Liability Company Law requires that both domestic and foreign corporations and limited liability companies (LLC) file a Biennial Statement every two years with the New York State Department of State (NYDOS). The two-year filing period begins in the calendar month in which the original Certificate of Incorporation, Articles of Organization or Application for Authority was filed with the NYDOS. Any corporation or LLC that fails to file its Biennial Statement will be reflected as past due in the NYDOS records and could prevent the entity from completing certain business transactions.
Filing the Biennial Statement is simple and inexpensive. NYDOS will send an email notice at the beginning of the calendar month in which the Biennial Statement is due. If an email address has not been provided to NYDOS, a paper notice will be mailed to the address it has on file for your business. Currently, the filing fee is $9.00. The fee can be paid by check or credit card. If you have not received your Biennial Statement, contact the Statement Unit of the New York Department of State’s Division of Corporations, 99 Washington Avenue, Albany, NY 12231-002 to request a copy. You can also contact the Statement Unit by email at firstname.lastname@example.org or by fax at (518) 486-4680. Your request must include the exact name of the corporation or LLC and its date of formation or authorization.
The Biennial Statement must set forth: (1) the name and business address of its chief executive officer, (2) the street address of its principal executive office and (3) the address to which the New York Secretary of State shall forward copies of process accepted on behalf of the corporation. If the name and address of a business corporation’s chief executive officer and/or the address of the corporation’s principal executive office need to be updated, a Biennial Statement Amendment can be filed. You are required to use the form provided by the New York Department of State to file an amendment. The corporation’s address for service of process may not be amended in a Biennial Statement Amendment. It can only be amended by filing a Certificate of Change or a Certificate of Amendment which are available on the Division’s website.
A corporation or LLC remain active until it is dissolved. A foreign corporation or LLC remains active until it surrenders or terminates it application to do business. A New York State corporation may voluntarily dissolve by filing a Certificate of Dissolution pursuant to Section 1003 of the Business Corporation Law. A New York State LLC should file Articles of Dissolution pursuant to Section 705 of the Limited Liability Company Law. If a foreign corporation or LLC is no longer doing business in New York State but remains active in its home state, it 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. If the entity no longer exists in its home state, it 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.
Don’t let $9 prevent you from expanding your business. For more information on the Biennial Statement filing fee, contact our office.
– Brian Reilly, CPA, Manager