Biennial Statement filing for a New York corporation
New York corporations file a Biennial Statement with the Department of State under NY BCL § 408 every two years in the corporation's anniversary month. The fee is $9, the lowest of any US state, but New York's biennial cadence and separate franchise tax obligations create their own compliance complexity.
| NY BCL § 408 | Biennial statement required |
|---|---|
| Filing authority | NY Department of State, Division of Corporations |
| Form | Biennial Statement, online at dos.ny.gov |
| Deadline | Every 2 years, in the corporation's anniversary month |
| Filing fee | $9 (the lowest US fee) |
| Late consequences | Failure to file does not directly trigger dissolution but creates good-standing issues |
| Cure | By filing the delinquent statement |
- Filed with the NY Department of State, Division of Corporations, at dos.ny.gov
- Fee $9, the lowest annual/biennial fee of any US state
- Biennial filing (every 2 years), not annual; due in the corporation's anniversary month
- Confirms address for service of process and CEO; very limited disclosure
- Separate annual franchise tax filings go to the NY Department of Taxation and Finance
What NY BCL § 408 requires
Section 408 of the New York Business Corporation Law requires every New York corporation to file a Biennial Statement with the Department of State every two years, in the corporation's anniversary month. The statement is minimal: it confirms the address to which the Department of State should forward legal process served on the corporation, and the name and address of the chief executive officer. The fee is $9, the lowest in the US.
Biennial, not annual
New York's biennial cadence is unusual: most US states require annual filings. The two-year window reduces routine compliance work but means information drift can accumulate between filings. Counsel managing New York corporations alongside annual-filing states need to track the alternating-year cadence separately.
Separate franchise tax obligations
The Biennial Statement is purely an information filing with the Department of State. Separately, New York corporations owe annual franchise tax filings to the Department of Taxation and Finance under NY Tax Law § 209. The franchise tax can be substantial for corporations with significant New York-allocated income or capital. These two filings are easily conflated by founders new to New York: the Biennial Statement is cheap and simple; the franchise tax is annual and can be expensive. Both must be tracked.
What's distinctive about New York
The $9 fee is famously the lowest in the US, but the picture is misleading: New York's annual franchise tax obligations are often substantial, and the biennial Department of State filing is only one part of total compliance. New York is also strict about service-of-process addresses: the Department of State remains the statutory agent for service on every New York corporation, which means legal papers can be served on the Department and forwarded to the corporation's stated address. Keeping the service address current is critical to avoid missed lawsuits.
Octelligence tracks the annual return deadline alongside every other corporate obligation, prompts ahead of the due date, and stores the filed return in the minute book so the corporate registry record matches the internal record.
See Digital Corporate RecordsFilings calendar, jurisdiction-aware deadlines, and a record of every return filed in the corporate records.