Is there a late fee for New York LLC biennial statements in 2026?

New York sets no separate late fee for LLC biennial statements. The only cost is the standard $9 biennial statement fee, filed every two years during the calendar month your LLC was originally formed. Missing the deadline does not trigger a dollar penalty. Instead, the New York Department of State Division of Corporations marks your LLC as "past due." Any Certificate of Status you obtain will show the past-due status until you file, which may prevent the LLC from completing certain business transactions. Unlike some states, New York does not administratively dissolve a domestic LLC for a missed biennial statement, so your LLC continues to exist and keeps its liability shield. The practical problem is that a certificate showing a past-due filing may hold up a bank, lender or counterparty. To resolve this, file your overdue Biennial Statement online through the Department of State's e-Statement filing system or by mail, and pay the $9 fee. Your status returns to current once the filing is processed. There is no separate reinstatement and no penalty. First-year filers: the first Biennial Statement is due two years after formation, in the same calendar month the Articles of Organization were filed. A statement should not be filed before the calendar month in which it is due.

What happens if my New York LLC stays past due for years?

New York does not administratively dissolve a domestic LLC for failing to file its biennial statement, so there is no dissolution to reinstate from. Your LLC remains in existence but stays flagged "past due" with the Department of State's Division of Corporations until you file. New York sets no dollar late penalty. The only fee is the standard $9 biennial statement fee, and you generally only need to file one current statement to clear the flag. Confirm with the Division of Corporations that no additional past-due periods are outstanding. Past-due status matters because any Certificate of Status will show it, which may prevent the LLC from completing certain business transactions. It does not, by itself, strip your LLC's legal existence or liability protection. To return to current standing, file your Biennial Statement online or by mail with the $9 fee. Processing is typically quick, and your status updates to current with no separate reinstatement filing or penalty payment.

Does being late on the biennial statement affect my LLC's liability protection?

Being late on your New York biennial statement does not, by itself, dissolve your LLC or remove its liability protection. New York does not administratively dissolve a domestic LLC for a missed biennial statement, your entity continues to exist and your liability shield remains in place. What changes is your standing: the Department of State flags the LLC as "past due," and any Certificate of Status you obtain will show that until you file. This is an administrative status issue, not an automatic loss of the corporate veil. To clear a past-due flag, file the overdue Biennial Statement with the $9 fee through the Department of State's e-Statement system. Your status returns to current with no penalty and no reinstatement paperwork.

How do I check my New York LLC's current good standing status?

Check your LLC's status through the New York Department of State's Division of Corporations Entity Search database at https://www.dos.ny.gov. Search by your LLC's name or DOS ID number to see current filing status instantly at no cost. For official documentation, request a Certificate of Status (good standing) directly from the Department of State. This certificate confirms your LLC is current and is required by banks, landlords, and business partners for contracts or financing. If your search shows past-due status, you have an unfiled biennial statement. New York sets no separate late fee. The only cost is the standard $9 biennial statement fee. The practical implication is that any Certificate of Status will show the past-due status until you file. To resolve this, file your overdue Biennial Statement through the Department of State's e-Statement filing system with the $9 fee to return your status to current.

Is there a New York LLC biennial statement penalty to negotiate or waive?

There is no separate late fee to negotiate. New York sets no separate late fee for a missed LLC biennial statement, so there is no late fee to waive. You simply file the overdue statement with the standard $9 fee to clear the past-due flag. Missing the deadline marks your LLC "past due" with the Department of State, and any Certificate of Status will show that, but New York does not dissolve the LLC for it and sets no dollar late penalty. To restore current status, file your Biennial Statement online through the Department of State's e-Statement system or by mail to the Division of Corporations, with the $9 fee. Your record updates to current once processed.

New York LLC Biennial Statement: Late Filing Consequences (2026)

Understanding biennial statement deadlines, what 'past due' status means, and how to restore your LLC's standing in New York.

By Edmond Hui · Last updated: October 2026

New York LLC biennial reports are due anniversary month. New York sets no separate late fee, but a missed report still has consequences. See details below.

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Go directly to the New York Department of State website.

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Late Fee Facts at a Glance

Annual report due

Anniversary month (biennial)

Base fee

Late penalty

No separate late fee. The LLC is shown as past due, and a Certificate of Status will reflect that

Grace period

Not applicable, as New York sets no separate late fee

Dissolution timeline

New York does not administratively dissolve an LLC for a past-due Biennial Statement. The LLC is shown as past due in Department of State records, and any Certificate of Status reflects that

Step diagram for fixing a late LLC annual report in New York, no separate late fee, report due anniversary month (biennial). — How to cure a late New York annual report, and what a missed report leads to. Source: New York Department of State.

What Happens If You Miss the Deadline

Stage 1

In the anniversary month

Your biennial statement is due during the calendar month your LLC was formed. Filing on time keeps your record current with the $9 fee

Fix:Yes. File the biennial statement with the $9 fee to keep your LLC current

Stage 2

After the anniversary month passes

New York sets no separate late fee. Instead the Department of State marks your LLC 'past due,' and any Certificate of Status you obtain will show that status, which may prevent some business transactions

Fix:Yes. File the overdue biennial statement with the $9 fee to clear the past-due status

Stage 3

Extended non-filing

Your LLC remains in past-due status until the statement is filed. New York doesn't administratively dissolve a domestic LLC for a missed biennial statement, so your LLC continues to exist, but it stays past due, and any Certificate of Status will show that until the statement is filed

Fix:Yes. Simply file the overdue biennial statement with the $9 fee at any time to return to current standing; no separate reinstatement is required

How to Fix It: Step-by-Step

File the Overdue Biennial Statement

Complete and submit the Biennial Statement through the New York Department of State online e-Statement filing system at https://www.dos.ny.gov or by mail with the required $9 fee. New York sets no separate late fee for filing after the deadline.

Pay the $9 Biennial Statement Fee

Submit the $9 biennial statement fee. New York sets no separate late fee. Payment can be made online or by check.

Confirm No Other Statements Are Outstanding

If more than one biennial period was missed, confirm with the Division of Corporations that no additional past-due flags remain on your record so your status can be fully restored to current.

Obtain a Certificate of Status

After the biennial statement is processed, request a Certificate of Status (good standing) from the New York Department of State to verify your LLC's restored compliance status for banks, lenders, and counterparties.

Reinstatement After Dissolution

Reinstatement Possible?: Not applicable
How Long Allowed: Not applicable to a missed Biennial Statement. New York does not administratively dissolve an LLC for a past-due statement, so there is no reinstatement to apply for.
Reinstatement Fee: None for a past-due Biennial Statement. You pay the $9 statement fee when you file it.
What You Lose During Dissolution: Nothing is dissolved. New York does not administratively dissolve an LLC for a past-due Biennial Statement; the LLC is shown as past due, and any Certificate of Status will reflect that.

This guide is general information, not legal or tax advice, and reading it does not create an attorney-client relationship. It reports what each state publishes about filing deadlines, fees, and the consequences of missing them, with the sources this page cites. It cannot tell you what your own company owes: the date turns on when and where you formed, states change these rules between our reviews, and in several states an entity-level tax falls due in a year when no report does. Confirm your own dates with the filing office named on this page before you rely on one here, because missing a deadline can cost the company its good standing or, in many states, its existence.

Read this guide for another state:

Frequently Asked Questions

: New York sets no separate late fee for LLC biennial statements. The only cost is the standard $9 biennial statement fee, filed every two years during the calendar month your LLC was originally formed. Missing the deadline does not trigger a dollar penalty. Instead, the New York Department of State Division of Corporations marks your LLC as "past due." Any Certificate of Status you obtain will show the past-due status until you file, which may prevent the LLC from completing certain business transactions. Unlike some states, New York does not administratively dissolve a domestic LLC for a missed biennial statement, so your LLC continues to exist and keeps its liability shield. The practical problem is that a certificate showing a past-due filing may hold up a bank, lender or counterparty. To resolve this, file your overdue Biennial Statement online through the Department of State's e-Statement filing system or by mail, and pay the $9 fee. Your status returns to current once the filing is processed. There is no separate reinstatement and no penalty. First-year filers: the first Biennial Statement is due two years after formation, in the same calendar month the Articles of Organization were filed. A statement should not be filed before the calendar month in which it is due.
: New York does not administratively dissolve a domestic LLC for failing to file its biennial statement, so there is no dissolution to reinstate from. Your LLC remains in existence but stays flagged "past due" with the Department of State's Division of Corporations until you file. New York sets no dollar late penalty. The only fee is the standard $9 biennial statement fee, and you generally only need to file one current statement to clear the flag. Confirm with the Division of Corporations that no additional past-due periods are outstanding. Past-due status matters because any Certificate of Status will show it, which may prevent the LLC from completing certain business transactions. It does not, by itself, strip your LLC's legal existence or liability protection. To return to current standing, file your Biennial Statement online or by mail with the $9 fee. Processing is typically quick, and your status updates to current with no separate reinstatement filing or penalty payment.
: Being late on your New York biennial statement does not, by itself, dissolve your LLC or remove its liability protection. New York does not administratively dissolve a domestic LLC for a missed biennial statement, your entity continues to exist and your liability shield remains in place. What changes is your standing: the Department of State flags the LLC as "past due," and any Certificate of Status you obtain will show that until you file. This is an administrative status issue, not an automatic loss of the corporate veil. To clear a past-due flag, file the overdue Biennial Statement with the $9 fee through the Department of State's e-Statement system. Your status returns to current with no penalty and no reinstatement paperwork.
: Check your LLC's status through the New York Department of State's Division of Corporations Entity Search database at https://www.dos.ny.gov. Search by your LLC's name or DOS ID number to see current filing status instantly at no cost. For official documentation, request a Certificate of Status (good standing) directly from the Department of State. This certificate confirms your LLC is current and is required by banks, landlords, and business partners for contracts or financing. If your search shows past-due status, you have an unfiled biennial statement. New York sets no separate late fee. The only cost is the standard $9 biennial statement fee. The practical implication is that any Certificate of Status will show the past-due status until you file. To resolve this, file your overdue Biennial Statement through the Department of State's e-Statement filing system with the $9 fee to return your status to current.
: There is no separate late fee to negotiate. New York sets no separate late fee for a missed LLC biennial statement, so there is no late fee to waive. You simply file the overdue statement with the standard $9 fee to clear the past-due flag. Missing the deadline marks your LLC "past due" with the Department of State, and any Certificate of Status will show that, but New York does not dissolve the LLC for it and sets no dollar late penalty. To restore current status, file your Biennial Statement online through the Department of State's e-Statement system or by mail to the Division of Corporations, with the $9 fee. Your record updates to current once processed.

Sources

6 documents

Each entry below is a document recorded in our verified New York sources, and each entry says what the document is. Some statutory text is read from an accurate mirror rather than from the state's own host, and those say so.

dos.ny.gov/forming-limited-liability-company-new-yorkNew York Department of State, Division of Corporations: business entity filings
nysenate.gov/legislation/laws/LLC/301New York statute: Biennial Statement
dos.ny.gov/articles-organization-domestic-limited-liability-company-0New York agency guidance: Biennial Statement
dos.ny.gov/biennial-statements-business-corporations-and-limited-liability-companiesNew York agency guidance: Biennial Statement
nysenate.gov/legislation/laws/TAX/658New York statute: Annual Filing Fee
tax.ny.gov/pit/efile/annual_filing_fee.htmNew York State Department of Taxation and Finance: file the Annual Filing Fee

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Edmond Hui · Founder, MyStateLLC

Edmond Hui is a software engineer and serial entrepreneur based in New York who has founded multiple online businesses across e-commerce, media, and information publishing. Before transitioning into tech, he spent years as a commercial real estate professional closing deals totaling over 100,000 square feet, giving him firsthand experience with business formation and entity structuring. He built MyStateLLC to provide the free, state-specific LLC guidance he wished existed when forming his own companies.

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