Business Resources
New York Corporation Requirements
A New York business corporation carries a small number of recurring state obligations and a larger set of internal records that lenders, buyers and auditors expect to see in order.
The Biennial Statement
Every domestic business corporation, and every out-of-state corporation authorized in New York, files a Biennial Statement once every two years. A corporation's statement asks for more than an LLC's: the address for service of process, the principal executive office, and the name and business address of the chief executive officer. The state filing fee is currently $9.
Your filing month
The due month is the calendar month in which the Certificate of Incorporation was filed, or in which a foreign corporation was authorized to do business here. A corporation incorporated in October is due in October of every second year.
CEO and principal office information
The statement asks for an individual serving as chief executive officer, not a holding company, and for a principal executive office address that is a street address rather than a post office box. These two points are the most common reasons a corporate filing is rejected or sent back.
Service of process address
The Secretary of State accepts service of process for New York corporations and forwards it to the address on the record. When that address is stale, legal notices go to a former office. Confirming it is the practical value of filing the statement on time.
Internal corporate records
- Bylaws and any amendments
- Minutes of shareholder and board meetings, and written consents
- The stock ledger and issued share certificates
- Current officer and director designations
- Formation documents, amendments and certificates of change
These are not filed with the state, but they are what counsel asks for in a financing or a sale, and gaps in them take time to reconstruct.
Standing and certificates of status
A corporation with an outstanding Biennial Statement will not be described as current by the Department of State, so a certificate of status will not issue. Corporate dissolution also generally requires tax clearance, which is a separate process from these filings.
State fees and requirements can change, and franchise tax obligations are separate from these filings. This page is general business information, not legal or tax advice. New York Business File is a private service and is not the New York Department of State.
Find your filing period
Search your corporation by name or NY DOS ID to see its filing month and status.
Also useful: certificates of status and the compliance calendar.