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Biennial Statements for corporations and LLCs

On Behalf of | Dec 3, 2020 | Uncategorized

The most common form of business organization in our state and throughout the U.S. are business corporations and limited liability companies, also known as LLCs. Though, while one may have successful done a corporation or LLC formation, there are continuing obligations after the entities have been formed, including the Biennial Statement.

What is a Biennial Statement?

Regardless if one is a domestic (formed and incorporated in New York) or foreign business (formed and incorporated outside of New York) corporations Section 408 of the Business Corporation Law requires the filing of a Biennial Statement every two years. This must be filed directly with the New York Department of State. The statement has four requirements. First, it must include the name and business address of the business’s chief executive officer. Second, it must include the street address of the business’s principal executive office. Third, it must have an address where the business can be legally served. And, finally, the statement must include the number of directors the board of directors, including the number of women on the board.

What are the non-filing consequences?

Failure to file will be reflected on the DOS website and in the state’s records. Status Certificates and Letters will also reflect this deficiency, which can halt certain business transactions, especially that that involve state or federal agencies.

Plus, one may receive a default judgment if the address listed on the most recent statement has changed. This is because service of process (i.e., the notification that one is being sued) is sent to the address listed by DOS, which is taken from the initial filing and updated in each Biennial Statement.

When are filings due?

The filing deadline is the end of the calendar month in which the business’s Articles of Organization or Application for Authority and Certificate of Incorporation were filed with the DOS. And, it must be filed every two years. Luckily, as long as the DOS has an email address on file, an email notice is sent at the beginning of the month, when the Biennial Statement is due.

As our Massapequs, New York, readers can see, business law can be complicated. And, even though one has successfully formed their business, there are ongoing requirements. But, keep in mind that the Biennial Statement is just one such ongoing duty.