New York State Biennial Statement & Annual Filings.
New York has a somewhat distinct set of recurring filing requirements compared to other states. For many entities, the primary filing with the Department of State is a Biennial Statement, filed every two years, rather than an annual report. However, there are also separate annual tax-related filings with the Department of Taxation and Finance, and specific requirements for non-profit organizations.
Why is it important to file? Maintaining compliance with New York State is crucial for your entity’s active status and good standing. Failure to comply can lead to various penalties and negative consequences, including:
Loss of Good Standing: Your entity will be listed as “past due” or “delinquent” with the Department of State.
Administrative Dissolution/Annulment: For corporations and LLCs, failure to file Biennial Statements or pay certain annual fees can lead to administrative dissolution or annulment of authority. This terminates your entity’s legal existence or right to do business in New York.
Penalties: Specific late fees apply to various filings, particularly for charitable organizations.
Inability to Conduct Business: A dissolved or annulled status can prevent your entity from legally entering into contracts, maintaining bank accounts, or defending itself in New York courts.
Complex Reinstatement: Reinstatement can be a lengthy and costly process, often requiring payment of all past due filings, fees, and sometimes additional reinstatement charges.
Specific Requirements by Entity Type in New York:
For Corporations (For-Profit) in New York:
Biennial Statement (New York Department of State):
Frequency: Every two years (biennially).
Due Date: The Biennial Statement is due in the calendar month in which your corporation’s original Certificate of Incorporation or Application for Authority was filed with the New York Department of State. You should not file it prior to this month.
Filing Fee:$9.00
Information Required: Typically includes the corporation’s name, DOS ID number, principal executive office address, and the address to which the Secretary of State should mail process (usually the registered agent’s address).
Penalty: Failure to file can lead to administrative dissolution/annulment. The Department of State typically sends an email notice at the beginning of the due month if an email address is on file.
New York State Franchise Tax Returns (New York Department of Taxation and Finance):
Frequency: Annually.
Due Date: For calendar year filers, the corporate franchise tax return (e.g., Form CT-3 or CT-4) is typically due by March 15th of the following year. Fiscal year filers must file by the 15th day of the 3rd month after their fiscal year end.
Tax/Fee: New York corporations are subject to an annual franchise tax. This tax is calculated based on various factors, including allocated net income, capital, or a fixed dollar minimum, whichever yields the highest tax. The fixed dollar minimum tax ranges from $25 to $200,000 depending on gross payroll.
Penalties: Late filing and late payment penalties apply for tax returns.
For Limited Liability Companies (LLCs) in New York:
Biennial Statement (New York Department of State):
Frequency: Every two years (biennially).
Due Date: The Biennial Statement is due in the calendar month in which your LLC’s original Articles of Organization or Application for Authority was filed with the New York Department of State. You should not file it prior to this month.
Filing Fee:$9.00
Information Required: Similar to corporations, typically includes the LLC’s name, DOS ID number, principal executive office address, and the address to which the Secretary of State should mail process.
Penalty: Failure to file can lead to administrative dissolution/annulment.
New York State Annual Filing Fee (New York Department of Taxation and Finance):
Due Date: On or before the 15th day of the third month following the close of your tax year (e.g., March 15th for calendar year filers).
Filing Fee: The fee is based on your New York source gross income for the preceding tax year and can range from $25 to $4,500. Even if you have no New York source income, a $25 fee may apply.
Penalty: No extension of time is allowed for filing Form IT-204-LL or paying the fee. Penalties apply for late payment.
Applies to: LLCs treated as partnerships for federal tax purposes, and disregarded entities with any New York source income, gain, loss, or deduction. LLCs that elect to be taxed as corporations for federal tax purposes are subject to the corporate franchise tax rules instead.
For Partnerships (General Partnerships, Limited Partnerships, Limited Liability Partnerships, Limited Liability Limited Partnerships) in New York:
Biennial Statement (New York Department of State) – for LPs and LLLPs:
Frequency: Every two years (biennially).
Due Date: The Biennial Statement is due in the calendar month in which your LP/LLLP’s original Certificate of Limited Partnership or Application for Authority was filed. You should not file it prior to this month.
Filing Fee:$9.00
Information Required: Includes name, DOS ID, principal office, and process mailing address.
Note:General Partnerships (GPs) typically do not file with the NY Department of State, unless they register an assumed name (DBA). Therefore, GPs do not have a Biennial Statement filing.
Note for LLPs: New York LLPs file a Five-Year Statement (due within 60 days before their fifth-year filing anniversary every 5 years) with a fee of $20 (domestic) / $50 (foreign), not a biennial statement.
New York State Annual Filing Fee (New York Department of Taxation and Finance) – for LPs, LLPs, LLLPs, and some GPs:
Due Date: On or before the 15th day of the third month following the close of your tax year (e.g., March 15th for calendar year filers).
Filing Fee: For partnerships (LPs, LLPs, LLLPs, and GPs with NY source gross income of at least $1 million for the preceding year), the fee is based on your New York source gross income for the preceding tax year and can range from $25 to $4,500.
Penalty: No extension of time is allowed for filing Form IT-204-LL or paying the fee. Penalties apply for late payment.
New York City Unincorporated Business Tax (UBT) (if applicable):
Partnerships conducting business in New York City may be subject to the New York City Unincorporated Business Tax.
Due Date: Annually, generally by March 15th for calendar year filers.
Filing Name: Form NYC-204, Partnership Return.
For Non-Profit Corporations in New York, please also note the following:
Non-profit organizations in New York have distinct annual compliance requirements with multiple agencies:
Biennial Statement (New York Department of State):
Frequency: Every two years (biennially).
Due Date: The Biennial Statement is due in the calendar month in which your non-profit’s original Certificate of Incorporation was filed.
Filing Fee:$9.00
Required Information: Similar to other corporations, includes the non-profit’s name, DOS ID number, principal office address, and process mailing address.
Charitable Organization Annual Financial Report (New York Attorney General’s Office – Charities Bureau):
If your non-profit solicits charitable contributions or holds charitable assets in New York (unless exempt), you must register and file an Annual Financial Report (Form CHAR500). This combines reporting for both Article 7-A (solicitation) and EPTL (charitable trusts) requirements.
Due Date: Annually by the 15th day of the 5th month following the close of your organization’s fiscal year (e.g., May 15th for a December 31st fiscal year-end). Extensions are generally available.
Filing Fee: Varies significantly based on your organization’s gross contributions (for Article 7-A) and/or net worth (for EPTL), ranging from $10 to $1,500+.
Required Attachments: This report requires submitting a copy of your federal IRS Form 990 series return. Audited or reviewed financial statements may be required depending on revenue thresholds.
Penalties: Significant late fees can apply (e.g., up to $1,000 and $100 per day for Article 7-A violations; $10 per day for EPTL violations).
Federal IRS Form 990 Series: As a federally tax-exempt organization, your non-profit must file an annual information return with the IRS (Form 990, 990-EZ, 990-PF, or 990-N, depending on your gross receipts and assets). This is typically due by the 15th day of the 5th month after your fiscal year ends.
What information is generally required for these filings? The various New York filings typically require verification or updating of the following:
Your entity’s legal name and File Number / DOS ID.
The current principal executive office address.
The name and physical street address of your New York Registered Agent (or the address provided for service of process if the Secretary of State is the agent).
For Corporations and Nonprofits: Names and addresses of your principal officers and directors.
For LLCs: Names and addresses of managers (if manager-managed) or principal members (if member-managed).
For Partnerships: Names and addresses of general partners (for LPs) or current partners (for LLPs/LLLs).
Updated contact information for the entity.
Financial information relevant for tax calculations (for corporate franchise tax or partnership annual filing fee) and for charitable organization reporting (revenue, assets, expenses).
How can we assist you? We can assist you with understanding and fulfilling your New York compliance obligations. Our services for these filings include:
Determining your specific filing requirements, due dates, and applicable fees.
Gathering the necessary information.
Preparing and accurately filing your Biennial Statements, annual tax forms (such as IT-204-LL), and any applicable non-profit charitable renewals.
Arranging payment of the applicable fees/taxes.
Confirming receipt with the New York Department of State and, if applicable, the Department of Taxation and Finance and the Attorney General’s Charities Bureau.
What we need from you: To facilitate these filings, fill up the information sheet:
Please do not hesitate to contact us at your earliest convenience to discuss your New York compliance obligations. We can help ensure your entity remains in good standing and avoids any potential penalties.
