What happens if your New York LLC misses its Biennial Statement, and how to bring it current
New York’s own word for it: “Past due” (no dissolution). Time limit to get back: None. Tax clearance: No (corporations need Tax Department consent).
Checked against the New York Department of State, Division of Corporations, State Records and Uniform Commercial Code, September 2026.
- What New York calls it
- “Past due” (no dissolution)
- Tax clearance
- No(corporations need Tax Department consent)
- Time limit to get back
- None
How it unfolds in New York
- MissedBiennial Statement
- Status“Past due” (no dissolution)
- The way backFile the past-due Biennial Statement
New York Department of State, Division of Corporations, State Records and Uniform Commercial Code
What does New York call a company that missed its filings?
A domestic New York LLC that misses its Biennial Statement is shown on Department of State records as “past due” in the filing of its Biennial Statement; Certificates of Status and status letters say so too. There is no administrative dissolution, revocation or forfeiture of a domestic LLC by the Department of State. (Under the LLC Transparency Act, LLC Law § 1108, a company required to file beneficial-ownership reports can be shown as “past due”, then “delinquent” after two years, and “suspended” — but the Department of State says those filings currently apply only to LLCs formed under the law of a foreign country, not to New York LLCs.)
What triggers it in New York?
Not filing the Biennial Statement required by LLC Law § 301(e)(1) (due every two years in the calendar month the articles of organization were filed) makes the LLC ‘past due’. It does not end the LLC’s existence. No tax-based administrative dissolution applies to LLCs: Tax Law § 203-a dissolution by proclamation covers business corporations only.
How do you bring a New York LLC current?
No reinstatement filing: the LLC simply files the past-due Biennial Statement, online on the Department of State website; if it cannot be filed online, it can be sent to the DOS Division of Corporations Statement Unit in Albany. A Biennial Statement filing fee applies.
Where to file
New York Department of State, Division of Corporations (Statement Unit), One Commerce Plaza, Albany.
Not yet confirmed against the New York Department of State, Division of Corporations, State Records and Uniform Commercial Code — check with the office.
Is there a deadline in New York?
No time limit: a past-due Biennial Statement can be filed at any time.
Do you need tax clearance in New York?
No
None required to clear an LLC’s ‘past due’ biennial statement status.
What happens to the company name meanwhile?
Not applicable: a past-due LLC still exists and keeps its name on the DOS records.
What changes once it is fixed?
While past due, the Certificate of Status / status letter shows the LLC is past due in filing its Biennial Statement, which DOS warns ‘may prevent the corporation or LLC from completing certain business transactions’. Filing the statement updates the records. There is no relation-back issue because the LLC was never dissolved.
What changes for corporations in New York?
Business corporations can be dissolved: under Tax Law § 203-a, the Tax Commission may certify to the Department of State corporations that have not filed franchise tax reports for two consecutive years or are delinquent in paying taxes for any two years. The Secretary of State then issues a proclamation declaring them dissolved and their charters forfeited (‘dissolution by proclamation’), published in the State Bulletin; each is deemed dissolved without further proceedings. Their names are reserved for three months after publication. To reinstate, the corporation files with the Department of State a certificate of consent of the Commissioner of Taxation and Finance, which is given only when all taxes, fees, penalties and interest have been paid. Filing annuls the dissolution proceedings and restores the corporation’s powers as if the proclamation had never been made. A DOS filing fee applies (higher if filed more than three months after publication). No time limit is stated, but the certificate cannot be filed if the name now conflicts, so a name change may be needed. Corporations also file a Biennial Statement (BCL § 408) and go ‘past due’ like LLCs when they miss it.
What should you file first?
There is no separate tax clearance step for a New York LLC, so the filing comes first, with the missed filings and fees described above.
The filing
File the past-due Biennial Statement
Where it goes
New York Department of State, Division of Corporations (Statement Unit), One Commerce Plaza, Albany.
What does New York ask you to file, so it does not happen again?
| Obligation | Form | Due | If late |
|---|---|---|---|
| LLC formation (Articles of Organization) | Articles of Organization (DOS-1336) | At formation | None |
| Newspaper publication + Certificate of Publication | Certificate of Publication | Publish weekly for six weeks in two county-designated newspapers and file within 120 days of formation | Authority to transact business is suspended until publication is completed and the certificate filed |
| Biennial Statement | Biennial Statement (e-Statement) | Every two years, by the last day of the anniversary month | Status shown as past due; loss of good standing |
From the same New York record as the New York registered agent page. State fees change; we confirm current amounts with you before anything is filed.
Put every recurring New York deadline in your calendar with the compliance calendar, or see what New York requires of your registered agent.
Which New York laws govern it?
LLC Law § 301(e) (biennial statement). No administrative dissolution or reinstatement statute exists for domestic LLCs. LLC Law §§ 1106-1108 (beneficial ownership; past due / delinquent / suspended statuses) apply only to ‘reporting companies’ and ‘exempt companies’ as defined, which DOS currently reads as LLCs formed under a foreign country’s law. The Attorney General can seek court dissolution of an LLC delinquent in its beneficial-ownership filings (§ 1108(e)).
Sources, checked September 2026:
- NY Senate Open Legislation— LLC Law §§ 301(e), 1106, 1107, 1108 (revision of 2026-09-04)
- New York Department of State; NY Senate Open Legislation— DOS ‘Biennial Statements for Business Corporations and Limited Liability Companies’ FAQ; LLC Law § 301(e); LLC Law §§ 1106-1108; DOS ‘Beneficial Owner Disclosure’
- NY Senate Open Legislation; New York Department of State— LLC Law § 301(e); Tax Law § 203-a(1); DOS Biennial Statements FAQ
- New York Department of State— Biennial Statements FAQ — ‘My corporation or LLC is past due… Can I file the Biennial Statement now?’
- New York Department of State— Biennial Statements FAQ
- NY Senate Open Legislation; New York Department of State— Tax Law § 203-a(1)-(7); BCL § 408 (per DOS Biennial Statements page)
Checked against the New York Department of State, Division of Corporations, State Records and Uniform Commercial Code and the statutes above · Last checked September 2026. Not legal advice: the filing office has the final word on your entity.
New York
Behind on a New York filing?
Send us the entity and any notice you received. A compliance check shows where it stands with the New York Department of State, Division of Corporations, State Records and Uniform Commercial Code, and state fees are confirmed with you before anything is filed.