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The New York State biennial statement registration should update the address and chief financial officer for purposes of service of process.

New York State’s $9 Biennial Statement Filing

Please be aware of the New York State biennial registration program that requires a domestic or foreign business corporation or limited liability company (“LLC”) to file a statement every 2 years with the New York Department of State and to pay a $9.00 fee.  For corporations, the statement simply updates the name and business address of the corporation and its chief executive officer, and informs the state of the address to which service of process is accepted.  For LLCs, the statement sets forth the address for service of process.   If a corporation or LLC provided an email address with its secretary of state registration, it should automatically get a notice that its Biennial Statement is due.    

There is no dollar “failure to file” penalty.   However, a corporation or LLC that fails to file its Biennial Statement will be reflected in the New York Department of State’s records as past due in the filing of its Biennial Statement.   Any Certificate of Status or status letter obtained from the New York Department of State will reflect that the corporation or LLC is past due in the filing of its Biennial Statement. This may prevent the corporation or LLC from completing certain business transactions.  Moreover, if a company changes its location, and service of process is misdirected, the possibility of a default judgment is raised.

Normally, the registration would be handled by the company’s legal counsel.  Nevertheless, we would recommend that clients be made aware of this requirement. There are FAQs on the Biennial Statement on the New York State website.   

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With 20 years of experience, Gary Bingel's expertise focuses on state and local income taxation, and also includes sales and use tax consulting. Gary is Partner-in-Charge of EisnerAmper's State & Local Tax Group.

Richard Sackin is a Senior Tax Partner with over 30 years of experience in the fields of accounting and taxation. He has many years of experience handling tax structuring and due diligence for mergers and acquisitions of U.S. corporations and for foreign corporations.