New York LLC: $9 Biennial Statement and the Annual IT-204-LL Fee
New York splits its recurring LLC duties across two agencies: a $9 Biennial Statement to the Department of State every two years in your formation month, and an income-based annual filing fee to Tax and Finance on Form IT-204-LL. Neither one looks like the annual reports other states use.
The Biennial Statement, in one table
| Item | New York rule |
|---|---|
| What it is | A statement under Section 301(e) of the LLC Law setting the address to which the Secretary of State mails a copy of any process served on the Secretary as your agent |
| Where | Department of State, online through the e-Statement Filing Service, using your exact entity name and DOS ID number |
| When | Every two years, in the calendar month in which your Articles of Organization were filed. The first statement is due two years after formation, in that same month. Do not file before the due month. |
| Fee | $9. Expedited handling is not available for Biennial Statements. |
| Late fee | None published. The fee stays $9 and a past-due statement may still be filed online. |
| If you have an email on file | The Department emails a notice at the beginning of the due month |
The statement exists because of New York's unusual agent setup. The Secretary of State is your statutory agent, so the state needs a current address to forward legal papers to. That is the whole content of the filing: one address, kept current. It reports no revenue, no owners, and no tax information.
What happens if you skip it
Less than you might fear, and more than nothing. The Department of State does not administratively dissolve an LLC for a missed Biennial Statement. In the Department's words, a domestic LLC remains active until it dissolves. What changes is your record: the LLC is reflected as past due, and any Certificate of Status will show the past-due status, which may prevent the LLC from completing certain business transactions. Banks and counterparties read status certificates, so a $9 filing you skipped can stall a deal worth far more. There is no separate reinstatement procedure and no reinstatement fee. The cure is simply to file the past-due statement online, or request a paper form from the Statement Unit, for the same $9.
The other recurring duty: Form IT-204-LL
The Biennial Statement is not the only recurring New York charge, and for many LLCs it is not the biggest. The Department of Taxation and Finance collects an annual filing fee on Form IT-204-LL from LLCs treated as disregarded entities with New York source income, gain, loss, or deduction, and from LLCs required to file the partnership return with New York source items. The fee runs from $25 to $4,500 based on New York source gross income for the preceding tax year, with a flat $25 for disregarded entities. It is due on or before the 15th day of the third month following the close of the tax year, March 15 for calendar-year filers, and no extension of time is allowed to file the form or pay the fee. An LLC with no New York source items in the current year does not file it, and an LLC that elected corporate treatment is outside it. The full tier table is on the New York cost page.
The status sanction that actually bites: publication
New York has no administrative dissolution program for missed statements or fees. The one automatic status sanction in the LLC lifecycle is the publication suspension. If the Section 206 publication is not completed and the Certificate of Publication is not filed within 120 days after the Articles take effect, the LLC's authority to carry on, conduct, or transact business is suspended. Filing the Certificate of Publication with the newspapers' affidavits annuls the suspension. Treat the 120 days as the hardest deadline in New York formation, harder than anything on the recurring calendar.
Closing a New York LLC on purpose
Dissolution is a Department of State filing: Articles of Dissolution under Section 705 of the LLC Law, $60, with online filing available. The Department's LLC dissolution page lists no tax clearance certificate and no Tax and Finance consent among the filing requirements, which is a real contrast with New York business corporations, whose dissolution route runs through Tax and Finance consent. Final tax returns remain a Tax and Finance matter, but they are not a Department of State filing prerequisite on the official sources. Our dissolution guide covers the order of operations for winding the business down first.
Sources, checked Nov 8, 2026
New York Department of State, Division of Corporations: Articles of Organization page and form DOS-1336-f ($200 fee), Fee Schedules (publication $50, expedited handling, name fees), Biennial Statements page ($9, due month, past-due effect), and Certificate of Publication pages (120 days, suspension), all at dos.ny.gov. New York State Department of Taxation and Finance: partnership, LLC, and LLP annual filing fee page and Form IT-204-LL instructions (tiers, $25 minimum, $4,500 maximum, due date, no extension) at tax.ny.gov. Limited Liability Company Law Sections 301, 302, and 417 as published by the New York State Senate at nysenate.gov.
General Information Only
LLCForming publishes general information about forming and running an LLC. It is not legal, tax, or accounting advice, and it does not create an attorney or advisor relationship. Rules vary by state and by your situation. For a decision that matters, talk to a licensed attorney or tax professional in your state.