Annual Requirements · The filings and deadlines that keep a New York LLC in good standing every year.
New York LLC Ongoing Requirements: Biennial Statement and Beyond
New York doesn't have a conventional annual report. It uses a Biennial Statement filed every two years. But that's only part of staying in good standing. Between the Tax Department's LLC filing fee, income taxes, the publication follow-through, and keeping your service address current, there's a handful of recurring duties that matter just as much for maintaining the entity and its liability protection.
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State agency: New York Department of State, Division of Corporations, State Records and Uniform Commercial Code
Biennial statement due: Your formation month, every two years · Processing: Same day
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State facts
New York LLC
The Biennial Statement: New York's Core Recurring Filing
Where most states require an annual report, New York requires a Biennial Statement: filed once every two years, in the calendar month of your LLC's original formation. You file it through the Department of State's e-Statement Filing Service (open Monday to Friday, 6:00 a.m. to 7:30 p.m.) using your LLC's exact name and DOS ID number, and the state fee is $9. Expedited handling isn't available for it.
The biennial statement is short. Its main purpose is to set out the address the Secretary of State mails service of process to. It is not a financial disclosure. You don't report revenue, expenses, or membership.
When it's due
It's tied to the calendar month your Articles of Organization were filed: the first one comes two years after filing, then every two years after that. If your LLC was formed in September 2026, your statements are due in September 2028, September 2030, and so on. If you have an email address on file, the Department of State sends a notice at the start of the due month, but it's still worth calendaring yourself.
What happens if you miss it
There's no late fee. Instead the LLC shows as "past due" in the state's records, and any certificate of status will say so, which the Department of State warns may prevent the LLC from completing certain business transactions, such as financing, opening accounts, or registering in another state. You can still file the overdue statement online, and doing so clears the past-due flag.
The IT-204-LL LLC Filing Fee
This is the requirement that catches the most owners off guard, because it doesn't come from the Department of State. It comes from the tax side. The Department of Taxation and Finance charges an LLC filing fee on Form IT-204-LL when the LLC has income, gain, loss, or deductions from New York sources.
How much
- Disregarded single-member LLC: a flat $25.
- LLC taxed as a partnership: based on New York-source gross income, starting at $25 for up to $100,000 and rising in tiers to $4,500.
- No New York-source items: no fee.
Why it's easy to miss
Owners who diligently track their Department of State obligations (the biennial statement) can still fall behind here, because this fee lives in a completely separate system. It's due on the 15th day of the third month after the tax year ends, and it recurs every year, not every two. Treat it as a standing annual tax item and confirm your bracket with a New York CPA.
Federal and State Tax Filings
Beyond the IT-204-LL fee, your LLC has ordinary tax obligations that depend on how it's classified.
Federal
- Single-member LLC: Disregarded entity by default: report on Schedule C of your personal return
- Multi-member LLC: Partnership by default. File Form 1065 and issue K-1s to members
- S-Corp or C-Corp election: File the corresponding corporate return if you've elected that treatment
New York State
New York recognizes the federal classification. Depending on your structure and income, you may have partnership filings, individual returns reflecting pass-through income, and the IT-204-LL fee described above. If you sell taxable goods or services, register for and remit sales tax with the Department of Taxation and Finance. If you have employees, you'll have New York withholding and unemployment obligations too.
The New York LLC Transparency Act
New York has its own beneficial-ownership disclosure law (the New York LLC Transparency Act), separate from the federal framework. It took effect on January 1, 2026.
Who it applies to
Despite how it's often described, the Act doesn't reach most New York LLCs. It applies to non-exempt LLCs formed under the law of a foreign country that are authorized to do business in New York. The Department of State's FAQ says plainly that domestic limited liability companies, and LLCs formed in another U.S. state or territory, are exempt from its reporting requirements. If you formed your LLC in New York, there's nothing to file under this law. (Those foreign-country LLCs that do have to report pay $25 per statement.)
And the federal BOI report?
FinCEN's August 2026 alert says U.S. companies are exempt from beneficial ownership information reporting and no longer have to file BOI reports. Between the two, a New York LLC has no ownership report to file at either level.
Keeping Your Service Address and Records Current
Two ongoing habits keep a New York LLC out of trouble beyond the formal filings.
Service-of-process address
Because the Secretary of State forwards lawsuits to whatever address is on file, keeping that address current is arguably the most important ongoing task. Update it through the biennial statement or, between statements, a $30 Certificate of Change whenever you move or your monitoring arrangement changes. A stale address is how a New York LLC misses a lawsuit and gets hit with a default judgment.
Internal records and the operating agreement
New York requires LLCs to have a written operating agreement, and you should keep it current as ownership, management, or capital arrangements change. Maintain clean, separate books and a dedicated bank account, not just for taxes, but because commingling funds is exactly what lets a court pierce the liability shield.
Licenses and local requirements
Many professions and business types need state or local licenses in New York, on their own renewal cycles. These are entirely separate from your Department of State obligations, so track them independently.
A Simple Annual Rhythm
Put together, a compliant New York LLC runs on this rhythm:
- Every year: The IT-204-LL fee if you have New York-source income, federal and state tax returns, sales tax remittances if applicable, and any license renewals
- Every two years: The $9 biennial statement in your formation month
- As needed: A Certificate of Change ($30) for address or agent updates, and operating agreement updates when your ownership or management changes
Most of this is light once you know the cadence. The failures that hurt come from treating "no annual report" as "nothing due annually": the IT-204-LL fee and taxes are very much annual, even though the Department of State only wants to hear from you every two years.
Set reminders you control
Because New York's only biennial statement reminder is an email at the start of the due month (and only if it has your email address), and because the IT-204-LL fee lives in a separate tax system, the practical safeguard is a calendar you maintain yourself. Mark your formation month for the biennial statement, mark your annual tax dates for the IT-204-LL fee and returns, and note any license renewals. Owners who lean on the state to remind them are the ones who end up "past due"; owners who run their own compliance calendar rarely miss anything. A formation or registered agent service can carry some of this tracking for you, but the responsibility ultimately sits with the LLC.
Frequently asked questions
Does New York require an annual report for LLCs?
No. New York uses a biennial statement instead: filed every two years, in the month your Articles were filed, through the Department of State. It updates the service-of-process address, and the fee is $9. It's not a financial disclosure. Don't confuse "no annual report" with "nothing due annually," though: the IT-204-LL fee and your taxes are annual.
What is the IT-204-LL filing fee?
It's a Tax Department fee, separate from anything the Department of State charges, owed by LLCs with income, gain, loss, or deductions from New York sources. A disregarded LLC pays $25; a partnership LLC pays $25 to $4,500 depending on its New York-source gross income. It's filed every year, due the 15th day of the third month after year-end. Many owners overlook it because it doesn't come from the Department of State.
When is my biennial statement due?
In the calendar month your Articles were originally filed, every second year. So an LLC formed in June 2026 files its first biennial statement in June 2028. If you have an email on file, the Department of State sends a notice when the month starts, but calendar it yourself anyway. There's no late fee, but a late filing leaves your status "past due," and certificates of status will show it until you catch up.
Does the New York LLC Transparency Act apply to my LLC?
Not if your LLC was formed in New York. The Act took effect January 1, 2026, and it requires reports only from LLCs formed under a foreign country's law that are authorized to do business in New York. The Department of State's FAQ says domestic LLCs, and LLCs formed in other U.S. states, are exempt.
What happens if I just stop filing everything?
Your biennial statement lapses and your status goes "past due," which shows on certificates of status. Unpaid IT-204-LL fees and taxes leave you behind with the Department of Taxation and Finance. And if your service-of-process address goes stale, you can miss a lawsuit and face a default judgment. None of it dissolves the LLC automatically, but the obligations and liabilities keep accumulating until you address them, or formally dissolve.
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