New York's "annual report" isn't annual at all, and this is a source of confusion for many business owners. If you run a corporation or LLC, the state wants a Biennial Statement, filed every two years, not annually. It's a simple form confirming your address and, for corporations, basic officer information through the DOS online portal.
Nonprofits face a completely different set of requirements. You must submit Form CHAR500 annually to the Attorney General's Charities Bureau, along with your IRS 990 and required financial statements.
Understanding which filing category you fall into is crucial for maintaining compliance. If your organization does business in New York, you'll either submit a biennial statement with the Department of State or an annual CHAR500 with the Charities Bureau.
Business corporations (both domestic and foreign) must submit a Biennial Statement every two years. Limited Liability Companies face the same biennial requirement. Additionally, as of January 1, 2026, the NY LLC Transparency Act (NYLTA) imposes beneficial ownership disclosure obligations, but the scope is far narrower than many business owners expected. After Governor Hochul's December 2025 veto of an amendment bill that would have expanded coverage, the NYLTA currently applies only to LLCs formed under the laws of a foreign country that are authorized to do business in New York. Domestic New York LLCs, LLCs formed in any other U.S. state, and all corporations are exempt. Foreign-country LLCs that qualify as "reporting companies" must file beneficial ownership disclosures, while even exempt foreign-country LLCs must file an attestation of exemption, an obligation unique to New York that does not exist under the federal Corporate Transparency Act. These attestations must be updated annually.
Organizations that hold property for charitable purposes, engage in charitable activities, or solicit charitable contributions in New York must register with the Charities Bureau and file Form CHAR500 annually.
Some entities are exempt from these requirements:
New York doesn't care who presses "submit" as long as an authorized person does it. That can be you as an owner or officer, your New York registered agent, outside counsel, or a a third-party compliance service. Whoever files must have the authority to bind the entity and access to accurate, up-to-date information.
The filing process varies depending on your entity type, but New York has streamlined both pathways to make compliance relatively straightforward.
The Department of State encourages online filing because your form posts to the public database within days, and the fee stays locked at $9. Here's the process:
The portal operates Monday through Friday, 6:00 a.m. to 7:30 p.m. Eastern Time. Note that expedited processing is not available for biennial statement filings. After submission, download your PDF confirmation. Processing times vary based on the current workload.
If your organization is registered with the Charities Bureau, you file annually with the Attorney General's Charities Bureau. As of September 19, 2022, all CHAR500 filings must be submitted electronically; paper filings postmarked after that date may be rejected.
Public charities now have the option of submitting either a redacted Schedule B (with donor names and addresses removed) or a statement showing gross contributions received from New York State residents. Private foundations must continue submitting a complete, unredacted Schedule B.
In-person filing at the Albany counter is technically possible but offers no same-day processing advantage and requires travel.
New York's filing schedule creates confusion because different entity types follow completely different timelines. Understanding your specific deadlines prevents the costly consequences of delinquent status.
The DOS sends email reminders at the start of the due month for biennial statements, but only if an email address is on file. Don't rely on these; track your deadlines independently.
New York maintains straightforward fee structures that have remained unchanged for years. Unlike some states that impose a New York franchise tax in addition to report fees, New York keeps things simple. You'll pay a flat $9 fee whether you file your corporation's or LLC's biennial statement online or by mail. Business corporations can also file a Biennial Statement Amendment to correct CEO or principal office information for an additional $9.
Nonprofits face a different reality. For EPTL-registered organizations, your fee scales with net worth, ranging from $25 to $1,500 according to the Attorney General's Charities Bureau. Article 7-A filers pay either $0 (if receiving $25,000 or less in NY contributions and not using a professional fundraiser) or $25. Dual registrants pay combined fees up to a maximum of $1,525. The Charities Bureau ties this directly to your latest IRS 990, so double-check those revenue figures before submitting.
Before opening New York's filing portal, gather all the data points the state will request. This preparation saves you from mid-form scrambling and prevents rejected submissions.
The required details differ significantly by entity type:
For corporations, the Department of State requires:
For LLCs, the requirements are simpler:
Note: The biennial statement does not update your registered agent information. To change your registered agent, you must file a separate Certificate of Change.
Nonprofits must provide a full board roster, revenue figures, and their IRS Form 990 package. The Charities Bureau will not accept IRS Form 990-N as sufficient for New York filing; organizations that only filed 990-N with the IRS must still provide additional financial information for state purposes.
If your nonprofit's total revenue and support exceed $250,000, you must include compiled financial statements prepared by a CPA. If revenue exceeds $500,000, a CPA review report is required. If revenue exceeds $1,000,000, an audit report is required. Note that organizations with revenue between $750,000 and $1,000,000 should verify their specific audit requirements directly with the Charities Bureau, as official guidance documents show varying thresholds.
Online biennial statements accept a single electronic sign-off from any authorized officer, member, or manager. CHAR500 filings are stricter: both the president (or another authorized officer) and the chief financial officer, treasurer, or another person with fiscal responsibility must e-sign. These must be different individuals.
Missing New York's annual report deadline triggers immediate consequences that escalate quickly. The state flags your entity as "past due," creating operational restrictions that can severely impact your business activities. This includes:
Enforcement is not dormant: the Attorney General's 2025 VDARE lawsuit for self-dealing and misuse of charitable assets demonstrates that the Charities Bureau actively monitors compliance.
Foreign-country LLCs subject to the NYLTA face their own penalty structure for non-compliance. According to analysis from Crowell & Moring, missing a filing deadline results in a "past due" designation, followed by suspension after 30 days, at which point the entity is prohibited from conducting business in New York. Penalties include an initial $250 fine, with the Attorney General authorized to impose up to $500 per day for ongoing noncompliance, and the power to seek dissolution or annulment of the entity's authority to do business.
Reinstatement is possible but requires immediate action. Corporations and LLCs can clear a "past due" status by filing all overdue biennial statements and paying $9 per filing. For corporations that have been formally dissolved, reinstatement requires a court order via DOS, and there is no time limit after which a corporation becomes ineligible for reinstatement.
Nonprofits face a more complex process: submit every missing form, attach corresponding IRS Forms 990, and pay all accumulated penalties before the Charities Bureau lifts solicitation bans. There is no standardized reinstatement form; organizations must contact the Charities Bureau directly at (212) 416-8401 or CharitiesBureau@ag.ny.gov for case-specific resolution.
When managing multiple corporations and LLCs across different fiscal years, manual tracking poses a compliance risk that can lead to administrative dissolution or loss of good standing.
Discern eliminates this complexity through automated deadline tracking and pre-filled forms that populate your entity data. Our platform monitors all your New York entities and handles submissions before deadlines hit.
Ready to streamline your New York compliance? Book a demo with Discern.
Can I file my biennial statement early?
No. The DOS instructs filers not to file before the due month. New York only accepts filings during your entity's anniversary month. The filing period is the calendar month in which the biennial statement is due.
What happens if my LLC or corporation information changes after filing?
Your biennial statement creates a snapshot of your entity at filing time, but you can update details later. To change your registered agent or service of process address, file the appropriate Certificate of Change of Address of Registered Agent through the DOS to prevent service-of-process notices from being forwarded to the wrong address.
Does the NY LLC Transparency Act affect my LLC?
In most cases, no. After Governor Hochul's December 2025 veto of an amendment bill, the NYLTA currently applies only to LLCs formed under the laws of a foreign country that are authorized to do business in New York (see Sidley's analysis). Domestic New York LLCs and LLCs formed in any other U.S. state are not subject to NYLTA reporting. However, the New York Legislature could still expand the Act's scope through new legislation, so this is worth monitoring.
Can third parties file on my behalf?
Yes. Registered agents, attorneys, and compliance services handle these filings regularly. Just make sure whoever signs has proper authorization.
How do I check if my biennial statement is due?
Look up your formation or authorization month in the state database. Your statement comes due in that same month every other year.
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